ASHFORD HOSPITALITY TRUST INC
For the period ended May 12, 2026. Filed Mar 31, 2026.
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May 12, 2026 · Filed Mar 31, 2026
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2026 Proxy Statement 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Ashford Hospitality Trust, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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2 2026 Proxy Statement
2026 Proxy Statement
Annual Meeting of Stockholders
Tuesday, May 12, 2026
9:00 A.M., Central Daylight Time
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
2026 Proxy Statement 3
March 31, 2026
Dear Stockholders of Ashford Hospitality Trust, Inc.:
On behalf of the Board of Directors of Ashford Hospitality Trust, Inc., I cordially invite you to attend the 2026 annual meeting of
stockholders of the Company, which will be held at 9:00 A.M., Central Daylight Time, on Tuesday, May 12, 2026 at our offices located
at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254.
At year-end, our hotel portfolio consisted of 68 hotels with approximately 16,500 net rooms. Our portfolio is geographically diverse and
predominantly affiliated with upper upscale, full-service brands of Hilton, Hyatt, and Marriott, though we also own a number of well-
positioned upscale select-service hotels. We believe this diversity remains a competitive advantage, particularly in an environment
where lodging demand recovery continues to vary meaningfully by market and property type.
2025 was a challenging year for the hotel industry. U.S. hotel RevPAR declined for the first time since 2020, driven by softening
consumer demand, elevated operating costs, and macroeconomic uncertainty. Our portfolio was not immune to these pressures --
comparable RevPAR declined modestly year over year. Despite the headwinds, comparable total revenue increased slightly for the
year, while comparable Hotel EBITDA increased by 2.4% and hotel-level margins expanded by more than 40 basis points, a result that
reflects the direct impact of the operational and cost-reduction initiatives that were executed throughout the year.
We have continued to make meaningful progress in strengthening the Company's financial position. In February 2025, we completed
a $580 million refinancing secured by 16 hotels and used approximately $72 million in excess proceeds to fully repay our remaining
strategic financing -- eliminating all corporate-level debt. We subsequently extended our Highland mortgage loan to July 2026 and
recently secured a one-year extension of our Morgan Stanley mortgage loan secured by 11 hotels, extending that maturity to March
- Since the beginning of 2025, we have sold nine hotels generating approximately $421 million in gross proceeds at a blended
6.0% trailing capitalization rate, while eliminating more than $105 million of anticipated future capital expenditure obligations. The
majority of disposition proceeds have been applied to retire mortgage debt and improve recurring cash flow.
Our "GRO AHT" initiative, launched in December 2024, has also delivered results. The program -- targeting $50 million in incremental
run-rate EBITDA through G&A reduction, revenue maximization, and operational efficiency -- generated an estimated $40 million or
more of EBITDA improvement in 2025, including more than $13 million in corporate G&A savings. Property-level initiatives included
workforce optimization, ancillary revenue programs, and contracted service reductions, all implemented in partnership with
Remington, our largest property manager. We continue to pursue additional opportunities to close the remaining gap to our $50 million
target.
In December 2025, our Board of Directors formed a Special Committee to evaluate strategic alternatives intended to maximize
stockholder value, including a potential transaction involving the Company. The Board took this step in recognition of the persistent
gap between the value of our underlying portfolio and the market value of our common stock. As part of this process, we terminated
our Series L and Series M non-traded preferred offering and suspended redemptions of our preferred stock. Subsequently, we also
suspended payment of dividends on our preferred stock in order to preserve liquidity. We recognize the impact of these decisions on
our preferred stockholders, and we do not take them lightly. However, preserving the Company's liquidity as we navigate near-term
loan maturities in 2026 is essential to protecting long-term value for all of our stockholders.
Our business continues to be managed with the oversight and direction of our Board of Directors, which regularly considers the
optimal strategy for the advancement and growth of the Company. Our management team conducts outreach and engagement with
stockholders throughout the year and regularly provides the Board with summaries of that feedback.
We encourage you to review the proxy statement and to return your proxy card as soon as possible so that your shares will be
represented at the meeting.
Thank you.
Sincerely,
Monty J. Bennett
Founder and Chairman of the Board
4 2026 Proxy Statement
Notice of 2025 Annual Meeting of Stockholders
| Meeting Date: | Tuesday, May 12, 2026 |
|---|---|
| Meeting Time: | 9:00 A.M., Central Daylight Time |
| Location: | Ashford Hospitality Trust, Inc. |
| 14185 Dallas Parkway, Suite 1200 | |
| Dallas, Texas 75254 |
Agenda
Election of six directors;
Advisory approval of our executive compensation;
Ratification of the appointment of BDO USA, P.C. as our independent auditor for 2026;
Approval of Amendment No. 6 to the Ashford Hospitality Trust, Inc. 2021 Stock Incentive Plan; and
Transaction of any other business that may properly come before the annual meeting.
Record Date
You may vote at the 2026 annual meeting of stockholders the shares of common stock of which you were the holder of record
at the close of business on March 16, 2026.
Review your proxy statement and vote in one of the four ways:
In person: Attend the annual meeting and vote by ballot.
By telephone: Call the telephone number and follow the instructions on your proxy card.
Via the internet: Go to the website address shown on your proxy card and follow the instructions on the website.
By mail: Mark, sign, date and return the enclosed proxy card in the postage paid envelope.
By order of the Board of Directors,
Stephen Zsigray
President and Chief Executive Officer
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
March 31, 2026
2026 Proxy Statement i
| SUMMARY | 1 |
|---|---|
| Annual Meeting of Stockholders | 2 |
| Voting Matters | 2 |
| Board Nominees | 2 |
| Summary of Director Diversity and Experience | 3 |
| Corporate Governance Highlights | 3 |
| PROPOSAL NUMBER ONE-ELECTION OF DIRECTORS | 5 |
| Nominees for Election as Directors | 6 |
| Summary of Director Qualifications, Skills, Attributes and Experience | 10 |
| CORPORATE GOVERNANCE | 11 |
| Code of Business Conduct and Ethics | 11 |
| Board Leadership Structure | 12 |
| Board Role | 12 |
| Board Refreshment | 13 |
| Director Nomination Procedures by the Company | 13 |
| Stockholder Nominations | 13 |
| Stockholder and Interested Party Communication with our Board of Directors | 13 |
| Director Orientation and Continuing Education | 14 |
| Director Change in Occupation | 14 |
| Hedging and Pledging Policies | 14 |
| BOARD OF DIRECTORS AND COMMITTEES | 15 |
| Board Member Independence | 15 |
| Board Committees and Meetings | 15 |
| Current Committee Membership | 16 |
| Attendance at Annual Meeting of Stockholders | 19 |
| EXECUTIVE OFFICERS AND COMPENSATION | 20 |
| Executive Officers | 20 |
| EXECUTIVE COMPENSATION | 22 |
| Compensation Discussion and Analysis | 22 |
| 2025 and 2026 Incentive Compensation Grant Decisions | 24 |
| Summary Compensation Table | 27 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 28 |
| Potential Payments Upon Termination of Employment or Change of Control | 28 |
| PROPOSAL NUMBER TWO-ADVISORY APPROVAL OF EXECUTIVE COMPENSATION | 33 |
| PROPOSAL NUMBER THREE-RATIFICATION OF THE APPOINTMENT OF BDO USA, P.C. AS OUR INDEPENDENT AUDITORS | 34 |
| Audit Committee Report | 34 |
| Auditor Fees | 35 |
| PROPOSAL NUMBER FOUR-APPROVAL OF AMENDMENT NO. 6 TO THE ASHFORD HOSPITALITY TRUST, INC. 2021 STOCK INCENTIVE PLAN | 36 |
| General | 36 |
| Summary of the 2021 Plan, as Amended by the Plan Amendments | 37 |
| SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS | 42 |
| Security Ownership of Management and Directors | 42 |
| Security Ownership of Certain Beneficial Owners | 43 |
| Delinquent Section 16(a) Reports | 43 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 44 |
ii 2026 Proxy Statement
| Conflict of Interest Policies | 44 |
|---|---|
| Our Relationship and Agreements with Ashford Inc. and its Subsidiaries | 44 |
| Our Relationship and Agreements with Braemar | 53 |
| Exit Agreement with Mr. Hays | 54 |
| OTHER PROPOSALS | 55 |
| GENERAL INFORMATION ABOUT VOTING | 56 |
| Solicitation of Proxies | 56 |
| Electronic Availability of Proxy Materials | 56 |
| Voting Securities | 56 |
| Voting | 56 |
| Counting of Votes | 56 |
| Right to Revoke Proxy | 57 |
| Multiple Stockholders Sharing the Same Address | 57 |
| Other Matters | 57 |
| ADDITIONAL INFORMATION | 58 |
| ANNEX A-INFORMATION REGARDING NON-GAAP FINANCIAL MEASURE | A-1 |
|---|---|
| 2025 Adjusted EBITDAre | A-1 |
| ANNEX B-2021 STOCK INCENTIVE PLAN, AS PROPOSED TO BE AMENDED | B-1 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2026.
The Company's Proxy Statement for the 2026 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2025, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at www.ahtreit.com by clicking the "Investor" tab, then the "SEC Filings" tab and then the "Annual Meeting Material" link.
2026 Proxy Statement 1
SUMMARY
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.