ASHFORD HOSPITALITY TRUST INC
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001232582-25-000125
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001232582-25-000167
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 215 previous paragraphs and 219 current paragraphs.
134 unchanged; 72 reworded; 13 added; 6 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
On September 2, 2025, the Company became the sole remaining unit holder and general partner of Stirling OP when Stirling OP redeemed all of its unit holders other than Ashford Trust OP and Ashford TRS for an aggregate of $685,000 in cash. The Company remains the primary beneficiary of Stirling OP and Stirling OP’s properties and debt continueto be reflected on the Company’s balance sheet at their historical carrying values as of September 30, 2025.
Current report
On September 15, 2025, the Company refinanced the mortgage loan for the Renaissance Hotel in Nashville, Tennessee. The new, non-recourse loan has a balance of $218.1 million and has a two-year term with three one-year extension options, subject to the satisfaction of certain conditions, with a final maturity date of September 2030. The loan is interest only and provides for a floating interest rate of SOFR + 2.26%. In conjunction with the debt refinancing, the preferred equity investment on the property was upsized by $53.0 million, and the all-in rate of return on the preferred equity was reduced from 14% to 11.14%.
Current report
On October 15, 2025, the Company completed the sale of the 150-room Residence Inn San Diego Sorrento Mesa located in San Diego, California, for $42.0 million, subject to customary pro rations and adjustments.
Current report
On November 10, 2025, Ashford Trust OP executed an Amended and Restated Master Line of Credit Promissory Note (the “Amended and Restated Promissory Note”) with Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., amending the original Master Line of Credit Promissory note, dated August 14, 2025, allowing Ashford Trust OP to draw up to $40 million in cash through November 15, 2026 to fund Permitted Costs (as defined in the Promissory Note). Funds advanced under the Amended and Restated 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 Amended and Restated Promissory Note is November 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 Amended and Restated 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.
Current report
On November 11, 2025, the Company entered into a definitive agreement to sell the 150-room Embassy Suites Houston located in Houston, Texas, and the 150-room Embassy Suites Austin located in Austin, Texas, for a combined purchase price of $27.0 million. The agreement includes a nonrefundable deposit of $1.0 million which was paid on November 11, 2025.
Current report
Impairment Charges. Impairment charges were $18.4 million in the 2025 quarter. The impairment charges related to the New Orleans Le Pavillon Hotel due to a reduction in the property’s estimated future cash flows resulting from a decrease to the expected holding period of the property.
Current report
Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs decreased $3.9 million, or 5.9%, to $62.9 million during the 2025 quarter compared to the 2024 quarter. The decrease is primarily due to a $3.2 million decrease due to paying off the Oaktree loan in February 2025 and a $2.6 million decrease from our Hotel Dispositions. The decrease additionally includes $1.5 million in amortization of capitalized loan principal which is recorded as a reduction to interest expense. See note 7 to our consolidated financial statements.
Current report
These decreases were partially offset by higher interest expense and amortization of discounts and loan costs of $2.7 million at our comparable hotel properties and a $677,000 increase in interest expense from the Le Méridien Opening. The average SOFR rates for the 2025 quarter and the 2024 quarter were 4.35% and 5.17%, respectively.
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
Impairment Charges. Impairment charges were $19.8 million in the 2025 period. These charges included $18.4 million related to the New Orleans Le Pavillon Hotel and $1.4 million related to the Residence Inn Evansville. The impairment charges were incurred due to a reduction in both properties’ estimated future cash flows resulting from decreases to the expected holding periods of the properties. On August 11, 2025, the Company completed the sale of the Residence Inn Evansville.
Current report
Gain (Loss) on Extinguishment of Debt. Gain (loss) on extinguishment of debt resulted in a gain of $43,000 in the 2025 period and a gain of $2.8 million in the 2024 period. In June 2024, the Company was informed by its lender that the lender intended to exercise remedies for the maturity default on the Ashton Hotel in Fort Worth, Texas, which secured the Company’s $8.9 million mortgage loan. The Company and the lender agreed to a deed-in-lieu of foreclosure, which was completed on July 16, 2024 and resulted in a gain on extinguishment of debt of approximately $2.6 million.
Current report
On September 15, 2025, the Company refinanced the mortgage loan for the Renaissance Hotel in Nashville, Tennessee. The new, non-recourse loan has a balance of $218.1 million and has a two-year term with three one-year extension options, subject to the satisfaction of certain conditions, with a final maturity date of September 2030. The loan is interest only and provides for a floating interest rate of SOFR + 2.26%. In conjunction with the debt refinancing, the preferred equity investment on the property was upsized by $53.0 million, and the all-in rate of return on the preferred equity was reduced from 14% to 11.14%.
Current report
On November 10, 2025, Ashford Trust OP executed an Amended and Restated Master Line of Credit Promissory Note (the “Amended and Restated Promissory Note”) with Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., amending the original Master Line of Credit Promissory note, dated August 14, 2025, allowing Ashford Trust OP to draw up to $40 million in cash through November 15, 2026 to fund Permitted Costs (as defined in the Promissory Note). Funds advanced under the Amended and Restated 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 Amended and Restated Promissory Note is November 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 Amended and Restated 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.
Removed paragraphs (6)
Previous report
On April 14, 2025, the Residence Inn Orlando sold a parcel of land for $7.2 million, net of selling expenses, resulting in a recognized gain of $6.7 million. This gain is reported within “gain (loss) on consolidation of VIE and disposition of assets and hotel properties” in the Company’s consolidated statements of operations.
Previous report
Impairment Charges. Impairment charges were $1.4 million in the 2025 quarter. We recorded an impairment charge of $1.4 million at the Residence Inn Evansville as a result of reduced estimated cash flows resulting from the sale of the property in August 2025.
Previous report
Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs increased $2.3 million, or 3.3%, to $70.7 million during the 2025 quarter compared to the 2024 quarter. The increase is primarily due to $6.2 million from higher default interest and late charges recorded on a mortgage loan in default. Other increases include higher interest expense and amortization of discounts and loan costs of $2.9 million at our comparable hotel properties, primarily driven by refinancing activity and loan modifications and a $1.1 million increase from the Le Méridien Opening. These increases were partially offset by a $3.9 million decrease due to paying off the Oaktree loan in February 2025 and a $4.0 million decrease from our Hotel Dispositions. The average SOFR rates for the 2025 quarter and the 2024 quarter were 4.33% and 5.33%, respectively.
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Previous report
Impairment Charges. Impairment charges were $1.4 million in the 2025 period. We recorded an impairment charge of $1.4 million at the Residence Inn Evansville as a result of reduced estimated cash flows resulting from the sale of the property in August 2025.
Previous report
(7) Hotel property owned by Stirling OP, but consolidated by the Company.
Reworded paragraphs (72)
Previous wording
•actual and potential conflicts of interest with Ashford Hospitality Advisors LLC (“Ashford LLC”), Remington Lodging & Hospitality, LLC (“Remington Hospitality”), Premier Project Management LLC (“Premier”), Braemar Hotels & Resorts Inc. (“Braemar”), Stirling Hotels & Resorts, Inc. (“Stirling Inc.”), our executive officers and our non-independent directors;
Current wording
•actual and potential conflicts of interest with Ashford Hospitality Advisors LLC (“Ashford LLC”), Remington Lodging & Hospitality, LLC (“Remington Hospitality”), Premier Project Management LLC (“Premier”), Braemar Hotels & Resorts Inc. (“Braemar”), our executive officers and our non-independent directors;
Previous wording
As of June 30, 2025, our portfolio consisted of 67 consolidated operating hotel properties, which represent 16,736 total rooms. One consolidated operating hotel property, which represents 188 total rooms is owned through a 29.3% investment in a consolidated entity. Additionally, our portfolio consists of four consolidated operating hotel properties, which represent 405 total rooms owned through a 98.7% ownership interest in Stirling OP, which was formed by Stirling Inc. to acquire and own a diverse portfolio of stabilized income-producing hotels and resorts. Currently, all of our hotel properties are located in the United States.
Current wording
As of September 30, 2025, our portfolio consisted of 69 consolidated operating hotel properties, which represent 16,821 total rooms, and one additional consolidated operating hotel property owned through a 29.3% investment in a consolidated entity, which represents 188 total rooms. Currently, all of our hotel properties are located in the United States.
Previous wording
We are advised by Ashford LLC, a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
Current wording
We are advised by Ashford LLC, a subsidiary of Ashford Inc., through the Advisory Agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
Previous wording
We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. As of June 30, 2025, Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages 50 of our 68 operating hotel properties and three of the four Stirling OP hotel properties. Third-party management companies manage the remaining hotel properties.
Current wording
We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. As of September 30, 2025, Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages 51 of our 70 operating hotel properties. Third-party management companies manage the remaining hotel properties.
Previous wording
Mr. Monty J. Bennett, chairman and chief executive officer of Ashford Inc. and, together with his father, Mr. Archie Bennett, Jr. (the “Bennetts”), as of June 30, 2025, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 51.5% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,482,564 shares of Ashford Inc. common stock, which, if converted as of June 30, 2025, would have increased the Bennetts’ ownership interest in Ashford Inc. to 87.4%. The 18,758,600 shares of Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts. Additionally, Mr. Monty J. Bennett acquired the right to direct votes, effective March 25, 2025, and as of June 30, 2025, those rights represented approximately 565,000 common shares.
Current wording
Mr. Monty J. Bennett, chairman and chief executive officer of Ashford Inc. and, together with his father, Mr. Archie Bennett, Jr. (the “Bennetts”), as of September 30, 2025, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 51.5% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,491,456 shares of Ashford Inc. common stock, which, if converted as of September 30, 2025, would have increased the Bennetts’ ownership interest in Ashford Inc. to 87.4%. The 18,758,600 shares of Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts. Additionally, Mr. Monty J. Bennett acquired the right to direct votes, effective March 25, 2025, and as of September 30, 2025, those rights represented approximately 565,000 common shares.
Previous wording
Pursuant to the Contribution Agreement with Ashford Securities, we, our Advisor and other entities advised by our Advisor contribute capital to Ashford Securities to fund a portion of its operations. Ashford Securities currently distributes our Series J Preferred Stock and Series K Preferred Stock, Stirling Inc. private offering of its common stock and interests in private funds sponsored by our Advisor. As of June 30, 2025, we owned 98.7% of the equity interests in Stirling REIT OP, LP, Stirling Inc.’s operating partnership. Through our contributions to Ashford Securities we may pay or be deemed to have paid sales-based compensation to Ashford Securities personnel of up to 1.25% of the gross amount of Stirling Inc. common stock sold by them.
Current wording
Pursuant to a contribution agreement with Ashford Securities, we, our Advisor and other entities advised by our Advisor contribute capital to Ashford Securities to fund a portion of its operations. Ashford Securities currently distributes our Series L Preferred Stock and Series M Preferred Stock and interests in private funds sponsored by our Advisor.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing the full effects of the legislation on our effective tax rate and cash tax position, but the changes resulting from the tax provisions in the OBBBA are not expected to have a material impact on our consolidated financial statements.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The tax provisions in the OBBBA did not have a material impact on our consolidated financial statements.
Previous wording
On May 31, 2025, the Company signed a definitive agreement to sell the 78-room Residence Inn Evansville located in Evansville, Indiana. The sale was completed August 11, 2025 for $6.0 million, subject to customary pro rations and adjustments.
Current wording
On August 11, 2025, the Company completed the sale of the 78-room Residence Inn Evansville located in Evansville, Indiana for $6.0 million, subject to customary pro rations and adjustments.
Previous wording
On May 12, 2025, the Company and Ashford LLC entered into Amendment No. 4 to the Advisory Agreement (the “Fourth Amendment”). The Fourth Amendment further extends the updates made by the Third Amendment to the outside date for which any sale or disposition of any of the Company’s Highland loan portfolio and JPM8 hotel properties securing the associated mortgage loans following certain defaults (as described 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 March 31, 2026 to May 31, 2026.
Current wording
On August 14, 2025, the Company and Ashford LLC 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. On November 10, 2025, the parties entered into Amendment No. 6 to the Advisory Agreement. See below.
Previous wording
On August 14, 2025, Ashford Trust OP executed the Promissory Note with Ashford LLC 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.
Current wording
On August 14, 2025, Ashford Trust OP executed a promissory note with Ashford LLC allowing Ashford Trust OP to draw up to $20 million in cash through August 15, 2026 to fund certain 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 was August 15, 2026, at which time all principal drawn upon and outstanding interest would have been 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. On November 10, 2025, the promissory note was amended and restated. See below.
Previous wording
On May 23, 2025, the Company signed a definitive agreement to sell the 242-room Hilton Houston NASA Clear Lake located in Houston, Texas for $27.0 million.
Current wording
On August 22, 2025, the Company completed the sale of the 242-room Hilton Houston NASA Clear Lake located in Houston, Texas for $27.8 million, subject to customary pro rations and adjustments, resulting in a recognized gain of $16.5 million.
Previous wording
On August 14, 2025, the Company and Ashford LLC entered into 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.
Current wording
On November 10, 2025, the Company and Ashford LLC entered into Amendment No. 6 to the Advisory Agreement (the “Sixth Amendment”). The Sixth Amendment further 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 August 15, 2026 to November 15, 2026.
Previous wording
The following table summarizes the changes in key line items from our consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table summarizes the changes in key line items from our consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Previous wording
All hotel properties held during the three and six months ended June 30, 2025 and 2024 have been included in our results of operations during the respective periods in which they were held. Based on when a hotel property was acquired or disposed, operating results for certain hotel properties are not comparable for the three and six months ended June 30, 2025 and 2024. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following transactions affect the reporting comparability of our consolidated financial statements:
Current wording
All hotel properties held during the three and nine months ended September 30, 2025 and 2024 have been included in our results of operations during the respective periods in which they were held. Based on when a hotel property was acquired or disposed, operating results for certain hotel properties are not comparable for the three and nine months ended September 30, 2025 and 2024. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following transactions affect the reporting comparability of our consolidated financial statements:
Previous wording
The following table illustrates the key performance indicators of the 67 comparable hotel properties andfour consolidated Stirling OP properties that were included in our results of operations for the full three and six months ended June 30, 2025 and 2024, respectively:
Current wording
The following table illustrates the key performance indicators of the 69 comparable hotel properties that were included in our results of operations for the full three and nine months ended September 30, 2025 and 2024, respectively:
Previous wording
Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $80.7 million, from net income of $50.3 million for the three months ended June 30, 2024 (the “2024 quarter”) to a net loss of $30.4 million for the three months ended June 30, 2025 (the “2025 quarter”) as a result of the factors discussed below.
Current wording
Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $2.2 million, from net loss of $57.9 million for the three months ended September 30, 2024 (the “2024 quarter”) to a net loss of $60.1 million for the three months ended September 30, 2025 (the “2025 quarter”) as a result of the factors discussed below.
Previous wording
Revenue. Rooms revenue from our hotel properties decreased $16.4 million, or 6.7%, to $227.2 million in the 2025 quarter compared to the 2024 quarter. This decrease in the 2025 quarter is attributable to a decrease of $14.2 million from our Hotel Dispositions, and $4.8 million from our comparable hotel properties. These decreases were partially offset by higher rooms revenue of $2.3 million from the Le Méridien that opened in August 2024 (the “Le Méridien Opening”) and $190,000 from the Stirling hotel properties. Our comparable hotel properties experienced an decrease of 2.6% in room rates and a 36 basis point increase in occupancy.
Current wording
Revenue. Rooms revenue from our hotel properties decreased $11.0 million, or 5.2%, to $201.9 million in the 2025 quarter compared to the 2024 quarter. This decrease in the 2025 quarter is attributable to a decrease of $9.5 million from our Hotel Dispositions and $3.1 million from our comparable hotel properties. These decreases were partially offset by higher rooms revenue of $1.5 million from the Le Méridien that opened in August 2024 (the “Le Méridien Opening”). Our comparable hotel properties experienced an decrease of 2.3% in room rates and a 47 basis point decrease in occupancy.
Previous wording
Food and beverage revenue increased $76,000, or 0.1%, to $55.3 million in the 2025 quarter compared to the 2024 quarter. This increase in the 2025 quarter is primarily attributable to increased revenue of $2.2 million and $418,000 at our comparable hotel properties and the Le Méridien Opening, respectively. These increases were partially offset by a decrease of food and beverage sales of $2.5 million from our Hotel Dispositions.
Current wording
Food and beverage revenue decreased $462,000, or 1.0%, to $45.9 million in the 2025 quarter compared to the 2024 quarter. This decrease in the 2025 quarter is primarily attributable to a decrease of food and beverage sales of $752,000 from our Hotel Dispositions. These decreases were partially offset by increased revenue of $302,000 at the Le Méridien Opening.
Previous wording
Other hotel revenue, which consists mainly of internet access, parking, and spa revenue, increased $2.1 million, or 12.2%, to $19.0 million in the 2025 quarter compared to the 2024 quarter. This increase is primarily attributable to an increase of $3.5 million at our comparable hotel properties. The increase was partially offset by a decrease of $1.6 million from our Hotel Dispositions. Other non-hotel revenue decreased $227,000, or 33.2%, to $456,000 in the 2025 quarter as compared to the 2024 quarter.
Current wording
Other hotel revenue, which consists mainly of internet access, parking, and spa revenue, increased $1.2 million, or 7.0%, to $17.8 million in the 2025 quarter compared to the 2024 quarter. This increase is primarily attributable to an increase of $1.6 million and $128,000 at our comparable hotel properties and at the Le Méridien Opening, respectively. The increase was partially offset by a decrease of $517,000 from our Hotel Dispositions. Other non-hotel revenue decreased $197,000, or 33.8%, to $385,000 in the 2025 quarter as compared to the 2024 quarter.
Previous wording
Hotel Operating Expenses. Hotel operating expenses decreased $8.6 million, or 4.2%, to $198.8 million in the 2025 quarter compared to the 2024 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses decreased $4.8 million in the 2025 quarter as compared to the 2024 quarter, comprising a decrease of $5.7 million from our Hotel Dispositions. The decrease in direct expenses was partially offset by an increase of $916,000 from the Le Méridien Opening in the 2025 quarter. Direct expenses were 29.7% of total hotel revenue for the 2025 quarter and 29.9% for the 2024 quarter.
Current wording
Hotel Operating Expenses. Hotel operating expenses decreased $1.6 million, or 0.8%, to $193.3 million in the 2025 quarter compared to the 2024 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses decreased $1.3 million in the 2025 quarter as compared to the 2024 quarter primarily due to a decrease of $2.4 million from our Hotel Dispositions. The decrease in direct expenses was partially offset by increases of $854,000 and $299,000 from the Le Méridien Opening and our comparable hotels, respectively, in the 2025 quarter. Direct expenses were 32.4% of total hotel revenue for the 2025 quarter and 31.6% for the 2024 quarter.
Previous wording
Indirect expenses and management fees decreased $3.8 million in the 2025 quarter as compared to the 2024 quarter, comprising a decrease of $6.1 million from our Hotel Dispositions. The decrease in the 2025 quarter was partially offset by an increase of $1.0 million from our comparable hotel properties and $1.0 million from the Le Méridien Opening.
Current wording
Indirect expenses and management fees decreased $283,000 in the 2025 quarter as compared to the 2024 quarter primarily due to a decrease of $4.2 million from our Hotel Dispositions. The decrease in the 2025 quarter was partially offset by an increase of $3.0 million from our comparable hotel properties and $1.0 million from the Le Méridien Opening.
Previous wording
Property Taxes, Insurance and Other. Property taxes, insurance and other expense decreased $612,000, or 3.6%, to $16.2 million during the 2025 quarter compared to the 2024 quarter. The decrease in the 2025 quarter was primarily due to a decrease of $1.2 million from our Hotel Dispositions. The decrease in the 2025 quarter was partially offset by increases of $461,000 from the Le Méridien Opening and $151,000 from our comparable hotel properties.
Current wording
Property Taxes, Insurance and Other. Property taxes, insurance and other expense decreased $1.9 million, or 10.2%, to $16.2 million during the 2025 quarter compared to the 2024 quarter. The decrease in the 2025 quarter was primarily due to a decrease of $1.7 million and $429,000 from our comparable hotel properties and from our Hotel Dispositions, respectively. The decrease in the 2025 quarter was partially offset by an increase of $265,000 from the Le Méridien Opening.
Previous wording
Depreciation and Amortization. Depreciation and amortization decreased $1.9 million, or 5.1%, to $35.3 million during the 2025 quarter compared to the 2024 quarter. The decrease in the 2025 quarter was primarily due to decreases of $1.3 million from our Hotel Dispositions, $1.6 million from our comparable hotel properties and $143,000 from our Stirling properties. The decrease in the 2025 quarter was partially offset by an increase of $1.1 million from the Le Méridien Opening.
Current wording
Depreciation and Amortization. Depreciation and amortization decreased $3.2 million, or 8.3%, to $34.6 million during the 2025 quarter compared to the 2024 quarter. The decrease in the 2025 quarter was primarily due to decreases of $1.1 million from our Hotel Dispositions and $2.4 million from our comparable hotel properties. The decrease in the 2025 quarter was partially offset by an increase of $358,000 from the Le Méridien Opening.
Previous wording
Advisory Services Fee. Advisory services fee increased $543,000, or 4.7%, to $12.0 million in the 2025 quarter compared to the 2024 quarter. The advisory services fee represents fees incurred in connection with the advisory agreement between Ashford Inc. and the Company and between Ashford Inc. and Stirling OP. In the 2025 quarter, the advisory services fee was comprised a base advisory fee of $8.2 million, equity-based compensation of $222,000 awarded to the officers and employees of Ashford Inc., reimbursable expenses of $3.3 million and fees totaling $306,000 associated with the Stirling OP’s advisory agreement. In the 2024 quarter, the advisory services fee comprised a base advisory fee of $8.0 million, equity-based compensation of $507,000 awarded to the officers and employees of Ashford Inc., reimbursable expenses of $2.7 million and fees totaling $238,000 associated with Stirling OP’s advisory agreement.
Current wording
Advisory Services Fee. Advisory services fee decreased $1.3 million, or 11.0%, to $10.6 million in the 2025 quarter compared to the 2024 quarter. The advisory services fee represents fees incurred in connection with the advisory agreements between Ashford Inc. and the Company and between Ashford Inc. and Stirling OP prior to September 2, 2025. In the 2025 quarter, the advisory services fee was comprised a base advisory fee of $8.3 million, reimbursable expenses of $2.9 million and fees totaling $113,000 associated with the Stirling OP’s advisory agreement incurred prior to September 2, 2025. In the 2024 quarter, the advisory services fee comprised a base advisory fee of $8.1 million, equity-based compensation of $218,000 awarded to the officers and employees of Ashford Inc., reimbursable expenses of $3.3 million and fees totaling $296,000 associated with Stirling OP’s advisory agreement.
Previous wording
Corporate, General and Administrative. Corporate, general and administrative expense decreased $1.7 million from $7.2 million in the 2024 quarter to $5.5 million in the 2025 quarter. The decrease was primarily attributable to decreases in legal and professional costs of $1.9 million, miscellaneous expenses of $306,000 and public company costs of $135,000. The decrease in the 2025 quarter was partially offset by an increase in reimbursements of Ashford Securities’ operating costs of $593,000.
Current wording
Corporate, General and Administrative. Corporate, general and administrative expense increased $2.2 million from $5.1 million in the 2024 quarter to $7.3 million in the 2025 quarter. The increase was primarily attributable to an increase in legal and professional costs of $3.0 million. The increase in the 2025 quarter was partially offset by decreases in miscellaneous expenses of $523,000 and public company costs of $258,000.
Previous wording
Gain (Loss) on Consolidation of VIE and Disposition of Assets and Hotel Properties. Gain on consolidation of VIE and disposition of assets and hotel properties decreased $80.8 million from $87.4 million in the 2024 quarter to $6.7 million in the 2025 quarter. The gain in the 2025 quarter was primarily related to a gain of $6.7 million on the sale of a parcel of land previously owned by our Residence Inn Orlando property in April 2025. The gain in the 2024 quarter primarily related to the sale of six of our hotel properties in the 2024 quarter.
Current wording
Gain (Loss) on Consolidation of VIE and Disposition of Assets and Hotel Properties. Gain on consolidation of VIE and disposition of assets and hotel properties increased $16.7 million from $9,000 in the 2024 quarter to $16.8 million in the 2025 quarter. The gain in the 2025 quarter was primarily related to the gain from the sale of the Hilton Houston NASA Clear Lake of $16.0 million.
Previous wording
Gain (Loss) on Derecognition of Assets. Gain on derecognition of assets decreased $1.8 million from $11.7 million in the 2024 quarter to $9.9 million in the 2025 quarter. The gain primarily represents the increase of the contract asset on our consolidated balance sheets. We record a contract asset associated with the accrued interest expense from the default of the KEYS A and KEYS B loans as we expect to be released from this obligation upon final resolution with the lender. The gain in the 2025 quarter primarily relates to accrued interest on the KEYS A and B properties in receivership and the transfer of the SpringHill Suites BWI Airport to a third-party purchaser in June of 2025. The gain in the 2024 quarter primarily relates to accrued interest on the KEYS A and B properties in receivership. See note 7 to our consolidated financial statements.
Current wording
Gain (Loss) on Derecognition of Assets. Gain on derecognition of assets decreased $1.4 million from $11.1 million in the 2024 quarter to $9.7 million in the 2025 quarter. The gain primarily represents the increase of the contract asset on our consolidated balance sheets. We record a contract asset associated with the accrued interest expense from the default of the KEYS A and KEYS B loans as we expect to be released from this obligation upon final resolution with the lender. The gains in the 2025 quarter and in the 2024 quarter primarily relate to accrued interest on the KEYS A and B properties in receivership. See note 7 to our consolidated financial statements.
Previous wording
Equity in Earnings (Loss) of Unconsolidated Entities. Equity in earnings (loss) of unconsolidated entities changed $206,000 from a loss of $162,000 during the 2024 quarter to earnings of $44,000 during the 2025 quarter. Equity in earnings (loss) primarily results from our investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage in Napa, California.
Current wording
Equity in Earnings (Loss) of Unconsolidated Entities. Equity in earnings (loss) of unconsolidated entities changed $262,000 from a loss of $133,000 during the 2024 quarter to earnings of $129,000 during the 2025 quarter. Equity in earnings (loss) primarily results from our investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage in Napa, California.
Previous wording
Interest Income. Interest income was $1.3 million and $1.7 million for the 2025 quarter and the 2024 quarter, respectively. The decrease in interest income in the 2025 quarter was primarily attributable to lower excess cash balances in the 2025 quarter compared to the 2024 quarter.
Current wording
Interest Income. Interest income was $1.2 million and $1.8 million for the 2025 quarter and the 2024 quarter, respectively. The decrease in interest income in the 2025 quarter was primarily attributable to lower excess cash balances in the 2025 quarter compared to the 2024 quarter.
Previous wording
Other Income (Expense). Other income consisted of miscellaneous income of $0 in the 2025 quarter and $37,000 in the 2024 quarter.
Current wording
Other Income (Expense). Other income consisted of miscellaneous income of $0 in the 2025 quarter and $36,000 in the 2024 quarter.
Previous wording
Interest Expense Associated with Hotels in Receivership. Interest expense associated with hotels in receivership decreased $2.0 million, from $11.9 million in 2024 quarter to $9.9 million in the 2025 quarter. The decrease is due is primarily due to lower interest rates in the 2025 quarter and the transfer of the SpringHill Suites BWI Airport to a third-party purchaser in June of 2025. See note 7 to our consolidated financial statements.
Current wording
Interest Expense Associated with Hotels in Receivership. Interest expense associated with hotels in receivership decreased $1.4 million, from $11.1 million in 2024 quarter to $9.7 million in the 2025 quarter. The decrease is due is primarily due to lower interest rates in the 2025 quarter. See note 7 to our consolidated financial statements.
Previous wording
Write-off of Premiums, Loan Costs and Exit Fees. Write-off of premiums, loan costs and exit fees decreased $2.3 million to $1.5 million in the 2025 quarter compared to the 2024 quarter. In the 2025 quarter, we incurred fees of $1.5 million related to loan refinances and modifications. In the 2024 quarter, we incurred fees of $3.0 million related to loan refinances and modifications and $796,000 in write-offs in unamortized loan costs.
Current wording
Write-off of Premiums, Loan Costs and Exit Fees. Write-off of premiums, loan costs and exit fees was $2.3 million in the 2025 quarter and $17,000 in the 2024 quarter. In the 2025 quarter, we incurred fees of $2.3 million related to loan refinances and modifications.
Previous wording
Gain (Loss) on Extinguishment of Debt. Gain on extinguishment of debt in the 2025 quarter was $2,000.
Current wording
Gain (Loss) on Extinguishment of Debt. Gain (loss) on extinguishment of debt resulted in a gain of $58,000 in the 2025 quarter and a gain of $2.7 million in the 2024 quarter. In June 2024, the Company was informed by its lender that the lender intended to exercise remedies for the maturity default on the Ashton Hotel in Fort Worth, Texas, which secured the Company’s $8.9 million mortgage loan. The Company and the lender agreed to a deed-in-lieu of foreclosure, which was completed on July 16, 2024 and resulted in a gain on extinguishment of debt of approximately $2.6 million.
Previous wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain (loss) on derivatives changed $2.2 million from a $1.4 million gain in the 2024 quarter to an $836,000 loss in the 2025 quarter. In the 2025 quarter, we recognized net unrealized losses of $1.3 million on our derivatives. These unrealized losses were partially offset by net realized gains of $473,000 related to payments from counterparties on interest rate caps.
Current wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain (loss) on derivatives changed $5.0 million from a $6.2 million gain in the 2024 quarter to an $1.2 million loss in the 2025 quarter. In the 2025 quarter, we recognized net unrealized losses of $1.3 million on our derivatives. These unrealized losses were partially offset by net realized gains of $310,000 related to payments from counterparties on interest rate caps.
Previous wording
In the 2024 quarter, we recognized a realized gain of $7.4 million related to payments from counterparties on interest rate caps. These gains were partially offset by unrealized losses of $6.0 million primarily associated with interest rate caps.
Current wording
In the 2024 quarter, we recognized unrealized losses of $13.5 million associated with interest rate caps and the revaluation of the embedded debt derivative in the Oaktree Agreement. These unrealized losses were partially offset by a realized gain of $7.3 million related to payments from counterparties on interest rate caps.
Previous wording
Income Tax (Expense) Benefit. Income tax (expense) benefit changed $3.3 million, from an expense of $3.5 million in the 2024 quarter to an expense of $119,000 in the 2025 quarter. This decrease was primarily due to a decrease in current state taxes in the 2025 quarter compared to the 2024 quarter.
Current wording
Income Tax (Expense) Benefit. Income tax (expense) benefit changed $704,000, from a benefit of $445,000 in the 2024 quarter to expense of $259,000 in the 2025 quarter. The change was primarily the result of a non-recurring benefit recorded in the 2024 quarter for a reduction in the current state taxes for certain of our filing groups.
Previous wording
(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partners in consolidated entities were allocated a loss of $1.4 million in the 2025 quarter and $8,000 in the 2024 quarter. At June 30, 2025, noncontrolling interests in consolidated entities represented an ownership interest of 70.7% in 815 Commerce MM and 1.30% in Stirling OP. See notes 1 and 2 to our consolidated financial statements.
Current wording
(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partners in consolidated entities were allocated a loss of $1.5 million in the 2025 quarter and a loss of $477,000 in the 2024 quarter. Noncontrolling interests in consolidated entities represented an ownership interest of 70.7% in 815 Commerce MM and, prior to September 2, 2025, an ownership interest of 0.30% in Stirling OP. See notes 1 and 2 to our consolidated financial statements.
Previous wording
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $631,000 in the 2025 quarter and net income of $565,000 in the 2024 quarter. Redeemable noncontrolling interests represented ownership interests of 1.56% and 1.26% in the operating partnership at June 30, 2025 and 2024, respectively.
Current wording
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $1.0 million in the 2025 quarter and a net loss of $746,000 in the 2024 quarter. Redeemable noncontrolling interests represented ownership interests of 1.49% and 1.17% in the operating partnership at September 30, 2025 and 2024, respectively.
Previous wording
Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $172.2 million from net income of $121.8 million for the six months ended June 30, 2024 (the “2024 period”) to a net loss of $50.4 million for the six months ended June 30, 2025 (the “2025 period”) as a result of the factors discussed below.
Current wording
Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $174.4 million from net income of $63.9 million for the nine months ended September 30, 2024 (the “2024 period”) to a net loss of $110.5 million for the nine months ended September 30, 2025 (the “2025 period”) as a result of the factors discussed below.
Previous wording
Revenue. Rooms revenue from our hotel properties decreased $39.3 million, or 8.3%, to $433.5 million in the 2025 period compared to the 2024 period. This decrease in the 2025 period is primarily attributable to decreases in rooms revenue of $30.2 million from our Hotel Dispositions, $13.7 million from the KEYS A and B properties that went into receivership in the 2024 period and lower rooms revenue of $533,000 at our comparable hotel properties. These decreases were partially offset by $4.4 million in rooms revenue from the Le Méridien Opening and higher rooms revenue of $683,000 at the Stirling properties in the 2025 period. Our comparable hotel properties experienced a decrease of 0.3% in room rates and a increase of 50 basis points in occupancy.
Current wording
Revenue. Rooms revenue from our hotel properties decreased $50.4 million, or 7.3%, to $635.4 million in the 2025 period compared to the 2024 period. This decrease in the 2025 period is primarily attributable to decreases in rooms revenue of $40.0 million from our Hotel Dispositions, $13.7 million from the KEYS A and B properties that went into receivership in the 2024 period and $2.7 million at our comparable hotel properties. These decreases were partially offset by an increase of $6.0 million in rooms revenue from the Le Méridien Opening in the 2025 period. Our comparable hotel properties experienced a decrease of 0.9% in room rates and a increase of 50 basis points in occupancy.
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Previous report — wording carried elsewhere
Gain (Loss) on Extinguishment of Debt. Gain (loss) on extinguishment of debt resulted in a loss of $15,000 in the 2025 period and gain of $45,000 in the 2024 period.
Previous report — wording carried elsewhere
On April 14, 2025, the Company successfully extended its Morgan Stanley Pool mortgage loan secured by 17 hotels. The loan had an original final maturity date in November of 2024. The extension provides for an initial maturity in March of 2026 and two one-year extension options, subject to the satisfaction of certain conditions, with a final maturity date in March of 2028. The loan has a current balance of $409.8 million and continues to bear interest at a floating rate of SOFR + 3.39%.
Previous report — wording carried elsewhere
On May 8, 2025, the Company received $35.0 million in return for an equity investment in a hotel property. The holder is entitled to a preferred return of 14.0% per annum. The investment is mandatorily redeemable on May 10, 2029.