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ASHFORD HOSPITALITY TRUST INC

For the period ended Dec 31, 2025. Filed Mar 23, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 23, 2026

AHT$2.22-6.3%Stored close · as of Nov 10, 2026

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Contents

Item 8. Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Ashford Hospitality Trust, Inc.

Dallas, Texas

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ashford Hospitality Trust, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity (deficit), and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has final debt maturities within one year from the date the financial statements are issued, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition of Hotel Rooms Revenue

As described in Note 3 to the consolidated financial statements, during the year ended December 31, 2025, the Company recognized approximately $826 million of hotel rooms revenue. Hotel rooms revenue is recognized as services are provided over the course of the hotel stay.

We identified the auditing of the recognition of hotel rooms revenue as a critical audit matter. Auditing hotel rooms revenue was especially challenging due to the large volume of transactions and the nature and extent of audit effort required to address this matter.

The primary procedures we performed to address this critical audit matter included the following:

Testing the operating effectiveness of internal controls over the Company’s revenue recognition.

Testing the existence and accuracy of the revenue recognized by selecting a sample of individual rooms revenue transactions, and (i) obtaining detailed transaction data, (ii) testing the existence and accuracy of amounts recognized by agreeing each transaction to the corresponding customer folio, and (iii) corroborating the existence and accuracy of the amounts recognized by agreeing to the customer payment support.

Measurement of Impairment of the Hilton Santa Cruz Scotts Valley

As of December 31, 2025, the Company’s consolidated investments in hotel properties, net, totaled approximately $2.1 billion. As described in Notes 2 and 5 to the consolidated financial statements, the hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of a hotel property is measured by comparison of the carrying amount of the hotel to its estimated future undiscounted cash flows. If the Company’s analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, the Company recognizes an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value. For the year ended December 31, 2025, the Company recorded impairment charges of approximately $67.6 million, including $16.3 million for the Hilton Santa Cruz Scotts Valley. We identified the estimated fair value based on the income approach which was used to measure the impairment charge for the Hilton Santa Cruz Scotts Valley as a critical audit matter. For the Hilton Santa Cruz Scotts Valley, an increased level of management judgment was required in the determination of certain assumptions used to estimate the fair value of the hotel, including forecasted rooms revenue, discount rates and terminal capitalization rates utilized in the income approach. Auditing these judgments was especially challenging due to the nature and extent of audit effort required, including the use of personnel with specialized skill or knowledge.

The primary procedures we performed to address the critical audit matter utilized valuation professionals with specialized skill or knowledge, who assisted in:

Evaluating the rooms revenue assumptions utilized in developing the fair value estimate for the Hilton Santa Cruz Scotts Valley by comparing to independent market data.

Evaluating the discount and terminal capitalization rates utilized in developing the fair value estimate for the Hilton Santa Cruz Scotts Valley by comparing to independent market data.

Preferred Equity Instrument

As described in Notes 2 and 7 to the consolidated financial statements, the Company received $88.0 million in return for a preferred equity investment in the Renaissance Hotel in Nashville, Tennessee. The preferred equity instrument is mandatorily redeemable and recorded within indebtedness, net in the consolidated financial statements.

We identified the evaluation of the conditions to determine the classification and initial recognition of the preferred equity instrument as a critical audit matter. Auditing the classification and initial recognition based on the terms of the preferred equity agreement was especially challenging due to the inherent complexities of the agreement and the relevant accounting guidance. Auditing these elements required an increased level of audit effort, including the involvement of professionals with specialized skill and knowledge in the relevant technical accounting.

The primary procedures we performed to address the critical audit matter included the following:

Inspecting the underlying preferred equity agreement to understand the relevant terms.

Utilizing personnel with expertise in the relevant technical accounting literature to assist in evaluating the classification and initial recognition of the preferred equity instrument.

/s/ BDO USA, P.C.

We have served as the Company’s auditor since 2015.

Dallas, Texas

March 20, 2026

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