ASHFORD HOSPITALITY TRUST INC

1. Organization and Description of Business

Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”). While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the United States that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average, and in all methods including direct real estate, equity and debt. We currently anticipate future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. Terms such as “the Company,” “we,” “us” or “our” refer to Ashford Hospitality Trust, Inc. and, as the context may require, all entities included in its consolidated financial statements.

Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of June 30, 2026, we held interests in the following assets:

•52 consolidated operating hotel properties, which represent 13,241 total rooms;

•one consolidated operating hotel property, which represents 188 total rooms through a 29.3%-owned investment in a consolidated entity; and

•an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage (the “Meritage Investment”) in Napa, California, with a carrying value of approximately $7.1 million.

For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of June 30, 2026, our 53 operating hotel properties were leased by our wholly-owned or majority-owned subsidiaries, which are treated as taxable REIT subsidiaries for U.S. federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations.

We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through the Fourth Amended and Restated Advisory Agreement with Ashford LLC (as amended, the “Advisory Agreement”). Our 53 operating hotel properties in our consolidated 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.

We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages 36 of our 53 operating hotel properties. Third-party management companies manage the remaining hotel properties.

Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, audiovisual services, real estate advisory and brokerage services, insurance policies covering general liability, workers’ compensation and business automobile claims and insurance claims services, hypoallergenic premium rooms, watersport activities, broker-dealer and distribution services and cash management services.

2. Significant Accounting Policies

Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2025 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 23, 2026.

Going Concern—The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of June 30, 2026, the Company held cash and cash equivalents of$75.0 million and restricted cash of$137.0 million (including amounts held for sale). During the six months ended June 30, 2026, the net decrease in cash, cash equivalents and restricted cash (including cash, cash equivalents and restricted cash held for sale) was$4.5 million.

The Company forecasts it may not have enough cash to support the Company’s daily operations one year from the date the financial statements are issued due primarily to anticipated debt service costs, debt maturities and the potential termination fee the Company would owe to Ashford LLC upon the triggering of the change of control provision in the Advisory Agreement. We have$945.2 million of non-recourse loans that mature within one year from the date the financial statements are issued. If our lenders elect not to refinance these loans and foreclose on these properties and the Company’s Annualized Portfolio Cash Flow (as defined in the Advisory Agreement) is below $65 million, the change of control provision in the Advisory Agreement could be triggered at Ashford LLC’s discretion within one year from the date the financial statements are issued, resulting in a termination fee. See discussion in note 13.

We are taking several steps to reduce our cash utilization and potentially raise additional capital. The Company’s ability to continue as a going concern is dependent upon its ability to improve the profitability of its operations, refinance or extend the maturity of our loans and increase our cash position from the sale of certain hotel properties. While the Company believes in the viability of its strategy, GAAP requires that in making this determination the Company cannot consider any remedies outside of the Company’s control which have not been fully implemented. As such, the Company could not consider future potential fundraising activities, whether through equity or debt offerings or dispositions of hotel properties as we could not conclude they were probable of being effectively implemented.

Based on these factors, the Company has determined that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Variable Interest Entities—Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including, but not limited to, operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly owned subsidiary, Ashford OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.

815 Commerce Managing Member, LLC (“815 Commerce MM”) is considered to be a VIE, as defined by authoritative accounting guidance. On May 31, 2023, Ashford Trust obtained the ability to exercise its kick-out rights of the manager of 815 Commerce MM, which developed the Le Méridien hotel in Fort Worth, Texas. As a result, Ashford Trust became the primary beneficiary and began consolidating 815 Commerce MM. During 2023, the Company entered into a loan agreement with the manager of 815 Commerce MM to satisfy a balancing deposit that was required by the property construction lender. As of June 30, 2026, the Company has funded $8.8 million.

Prior to September 2, 2025, the Company had a contribution agreement with Stirling REIT OP, LP (“Stirling OP”). Pursuant to the terms of the contribution agreement, the Company contributed its equity interests, and the associated debt and other obligations, in the Residence Inn Manchester, the Hampton Inn Buford, the SpringHill Suites Buford and the Residence Inn Jacksonville to Stirling OP in exchange for 1.4 million Class I units of Stirling OP. The Company determined Ashford Trust to be the primary beneficiary of Stirling OP in contemplation of: (1) the related party group comprising: (i) Ashford Trust and (ii) the stockholders who have control over the election or removal of the board of directors of Stirling Hotels & Resorts, Inc. (“Stirling Inc.”) who have power to direct the most significant activities of Stirling OP; and (2) the consideration that substantially all the economics are held by the Company through its equity interest, and substantially all of the activities are performed on the Company’s behalf. As such, the Company consolidated Stirling OP.

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 June 30, 2026 and December 31, 2025.

During the year ended December 31, 2025, Ashford M Investor LLC (“Ashford Investor LLC”) issued preferred membership interests in the Renaissance Nashville in Nashville, Tennessee in return for $88.0 million. The preferred membership interests issued to the holder are classified as liabilities within “indebtedness, net” in the consolidated balance sheet and do not constitute equity at risk. Ashford Investor LLC is considered a VIE. Ashford Trust as managing member, has the power to direct the activities that most significantly impact Ashford Investor LLC’s economic performance, while the holder, as non‑managing member, holds participating rights over certain major decisions but does not have the ability to remove Ashford Trust without cause. Based on these factors, Ashford Trust is identified as the primary beneficiary and consolidates Ashford Investor LLC. See note 6.

Comparability—Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

The following transactions affect reporting comparability of our consolidated financial statements:

Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification—Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.

Recently Issued Accounting Standards—In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses that requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the statement of operations.

In January 2025, the FASB issued ASU 2025-01 which amends the effective date of the new disaggregation of income statement expenses standard to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after Dec. 15, 2026, and interim periods within annual reporting periods beginning after Dec. 15, 2027. Early adoption is still permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.

3. Revenue

The following tables present our revenue disaggregated by geographical area (dollars in thousands):

4. Investments in Hotel Properties, net

Investments in hotel properties, net consisted of the following (in thousands):

5. Dispositions, Impairment Charges and Assets Held For Sale

Dispositions

The following table presents the relevant information related to the Company’s dispositions of hotel properties and the related gains or losses on sale for the six months ended June 30, 2026 (in thousands):

(1)Sale price is prior to adjustments and buyer credits.

(2)Gain (loss) on sale of hotel properties is reported within “gain (loss) on disposition of assets and hotel properties” in the Company’s consolidated statement of operations.

On January 10, 2025, the Company completed the sale of the 315-room Courtyard Boston Downtown located in Boston, Massachusetts, for $123.0 million, subject to customary pro rations and adjustments, resulting in a recognized gain of $31.9 million. This gain is reported within “gain (loss) on disposition of assets and hotel properties” in the Company’s consolidated statement of operations.

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 disposition of assets and hotel properties” in the Company’s consolidated statements of operations.

On May 19, 2025, the Company sold state tax credits held by the Le Méridien Fort Worth property for $18.8 million in cash.

The results of operations for disposed hotel properties are included in net income (loss) through the date of disposition. See note 2 for the fiscal year 2026 and 2025 dispositions. The following table includes condensed financial informationfrom the Company’sdispositions(in thousands):

Impairment Charges

For the three months ended June 30, 2026, no impairment charges were recorded related to hotel properties.

For the six months ended June 30, 2026, we recorded impairment charges onnine properties totaling $112.6 million. The impairment charges were a result of reduced estimated future cash flows resulting from reductions to the expected holding periods of the hotel properties. The impairment charges forfour properties were based on a market approach methodology which compares the net book value of the assets to their fair market value. The impairment charge for the remaining five properties were based on the income approach which utilized a discounted cash flow methodology, supported by the market approach. These valuation techniques are considered Level 3 techniques under the fair value hierarchy.

The following table presents the impairment charges of our hotel properties for the six months ended June 30, 2026 (in thousands):

(1)The impairment charge included $2.6 million related to operating lease right-of-use assets associated with the property.

For the three and six months ended June 30, 2025, we recorded an impairment charge of $1.4 million at the Residence Inn Evansville as a result of reduced estimated cash flows resulting from changes to the expected holding period of the hotel property. The impairment charge was based on the market approach methodology which compares the net book value of the assets to their fair market value, which is considered a Level 3 valuation technique.

Assets Held For Sale

On April 8, 2026, the Company entered into a definitive agreement to sell the 358-room Hyatt Regency Long Island located in Hauppauge, New York for a purchase price of approximately $26.5 million. The agreement included nonrefundable deposits totaling $6.7 million, of which $1.2 million was paid in the second quarter of 2026. See note 16.

On June 19, 2026, the Company entered into a definitive agreement to sell the 357-room Marriott Fremont Silicon Valley located in Fremont, California for a purchase price of $53.0 million. The agreement included a nonrefundable deposit of $1.5 million which was paid in June of 2026. See note 16.

As of June 30, 2026, the Hyatt Regency Long Island and Marriott Fremont Silicon Valley were classified as held for sale. As of December 31, 2025, the Embassy Suites Houston and the Embassy Suites Austin, which were sold in February 2026, were classified as held for sale. Depreciation and amortization ceased as of the dates the assets were deemed held for sale.

Since the sales of these hotels did not represent a strategic shift that has (or will have) a major effect on our operations or financial results, their results of operations were not reported as discontinued operations in the consolidated financial statements.

The major classes of assets and liabilities related to assets held for sale included in the consolidated balance sheets were as follows:

6. Indebtedness, net

Indebtedness, net consisted of the following (in thousands):

(1) SOFR rates were 3.65% and 3.69% at June 30, 2026 and December 31, 2025, respectively.

(2)As of June 30, 2026, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest of 5.00% was accrued in addition to the stated interest rate, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheets and statement of operations.

(3)In March 2026, we repaid this mortgage loan in conjunction with the sales of the La Posada de Santa Fe and the Hilton Alexandria Old Town.

(4) In January 2026, thesix-month extension option began for this mortgage loan which included a $10.0 million principal paydown. In June 2026, this mortgage loan was paid down $199.7 million in conjunction with the sale ofthree hotel properties. On July 31, 2026, this mortgage loan was paid down by $25.7 million in conjunction with the sale of the Hyatt Regency Long Island, which was classified as held for sale as of June 30, 2026. In July 2026, a 30-day forbearance agreement was executed for this mortgage loan. On August 7, 2026, we refinanced this mortgage loan with a new $525.0 million mortgage loan. The refinanced mortgage loan has atwo-year initial term, is interest only, bears interest at SOFR +5.24%, and hasthree one-year extension options, subject to satisfaction of certain conditions.

(5)This mortgage loan hasone one-year extension option, subject to satisfaction of certain conditions. Theone-year extension option was exercised in February 2026.

(6)This mortgage loan hasthree one-year extension options, subject to satisfaction of certain conditions. In the second quarter of 2026, this mortgage loan was paid down $72.2 million in conjunction with the sale oftwo hotel properties. On July 1, 2026, this mortgage loan was paid down by $43.5 million in conjunction with the sale of the Marriott Fremont Silicon Valley, which was classified as held for sale as of June 30, 2026. See note 16.

(7)This mortgage loan hastwo one-year extension options, subject to satisfaction of certain conditions. The firstone-year extension option was exercised in March 2026. During the first and second quarters of 2026, this mortgage loan was paid down $197.7 million in conjunction with the sale ofseven hotel properties.

(8)This mortgage loan hasthree one-year extension options, subject to satisfaction of certain conditions.

(9)This mortgage loan hastwo one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 2.75%.

(10)During the year ended December 31, 2025, the Company issued preferred membership interests in the Renaissance Nashville in Nashville, Tennessee in return for $88.0 million. The preferred membership interests provide a preferred return of 11.14% per annum of which 10.14% is paid in cash and 1.00% is paid-in-kind. The investment is mandatorily redeemable on May 10, 2029 and is recorded within indebtedness, net in the Company’s consolidated balance sheets as required under GAAP.

(11)This loan is associated with 815 Commerce Managing Member, LLC. See discussion in note 2.

During the three and six months ended June 30, 2026, the Company amortized $0 and $2.2 million, respectively, of capitalized principal related to default interest and late charges from our Highland Pool mortgage loan and Morgan Stanley Pool mortgage loan that were capitalized upon the refinancing of the loans in 2025.

During the three and six months ended June 30, 2025, the Company capitalized $4.8 million of default interest and late charges related to our Morgan Stanley Pool mortgage loan upon the refinancing of the loan. The amount was capitalized into the principal balance and was amortized over the remaining initial term of the mortgage loan using the effective interest method. The amount of the capitalized principal that was amortized during the three and six months ended June 30, 2025 was $1.3 million.

All accrued default interest and late charges are capitalized into the principal balance and are amortized over the remaining initial term of the mortgage loans using the effective interest method. The amount of capitalized principal that was written off during the three and six months ended June 30, 2026 was $0 and $156,000, respectively. No amounts were written off in the three and six months ended June 30, 2025. These amounts are included as a reduction to “interest expense and amortization of discounts and loan costs” in the consolidated statements of operations.

Derecognition of Assets

KEYS Pool A, KEYS Pool B and Hilton Santa Cruz Scotts Valley Loans

On March 1, 2024, the Company received notice that the hotel properties that secured the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. Below is a summary of the hotel properties that secured the KEYS Pool A and Pool B loans:

KEYS A Loan Pool

Courtyard Columbus Tipton Lakes – Columbus, IN

Courtyard Old Town – Scottsdale, AZ

Residence Inn Hughes Center – Las Vegas, NV

Residence Inn Phoenix Airport – Phoenix, AZ

Residence Inn San Jose Newark – Newark, CA

SpringHill Suites Manhattan Beach – Hawthorne, CA

SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA

KEYS B Loan Pool

Courtyard Basking Ridge – Basking Ridge, NJ

Courtyard Newark Silicon Valley – Newark, CA

Courtyard Oakland Airport – Oakland, CA

Courtyard Plano Legacy Park – Plano, TX

Residence Inn Plano – Plano, TX

SpringHill Suites BWI Airport – Baltimore, MD

TownePlace Suites Manhattan Beach – Hawthorne, CA

We derecognized the hotel properties that secured the KEYS Pool A and KEYS Pool B loans from our consolidated balance sheet in March 2024, when the receiver took control of the hotel properties and recognized a related gain in our consolidated statements of operations. We additionally recorded a contract asset as of March 31, 2024, which represented the liabilities from which we expect to be released upon final resolution with the lenders on the KEYS Pool A and KEYS Pool B mortgage loans in exchange for the transfer of ownership of the respective hotel properties.

On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. Additionally, on November 4, 2024, the receiver appointed for the KEYS Pool A and KEYS Pool B mortgage loans transferred the Courtyard Columbus Tipton Lakes to a third-party purchaser. On June 25, 2025 and December 22, 2025, the receiver transferred the Courtyard Oakland Airport and SpringHill Suites BWI Airport to a third-party purchaser. On March 4, 2026, the receiver transferred the SpringHill Suites Plymouth Meeting to a third-party purchaser. On July 16, 2026, the receiver transferred the Courtyard Newark Silicon Valley and the Residence Inn San Jose Newark to third-party purchasers and, on August 6, 2026, the receiver transferred the TownePlace Suites Manhattan Beach and the SpringHill Suites Manhattan Beach to third-party purchasers.

On March 6, 2025, the $22.0 million non-recourse mortgage loan secured by the Hilton Santa Cruz Scotts Valley reached final maturity and was not repaid, resulting in a default under the terms and conditions of the mortgage loan agreement. On June 1, 2026, the Company received notice that the Hilton Santa Cruz Scotts Valley had been transferred to a court-appointed receiver. We derecognized the Hilton Santa Cruz Scotts Valley from our consolidated balance sheet in June 2026, when the receiver took control of the hotel property and, accordingly, recognized a loss of $597,000, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations for the three and six months ended June 30, 2026. We recorded a contract asset of $24.9 million as of June 30, 2026, which represented the liabilities from which we expect to be released upon final resolution with the lenders on the Hilton Santa Cruz Scotts Valley mortgage loans in exchange for the transfer of ownership of the hotel property.

For the three and six months ended June 30, 2026, we recognized gains of $6.8 million and $14.6 million. For the three and six months ended June 30, 2025, we recognized gains of $9.9 million and $19.9 million. The gains were included in “gain (loss) on derecognition of assets” in our consolidated statement of operations. These gains increased the related contract asset by a corresponding amount. The KEYS Pool A, KEYS Pool B and Hilton Santa Cruz Scotts Valley mortgage loans, as well as all accrued and unpaid interest, default charges and late fees will remain liabilities until final resolution with the lenders is concluded, and thus are included in “debt associated with hotels in receivership” and “accrued interest associated with hotels in receivership” on our consolidated balance sheets.

JPM8 Loan Pool

On February 11, 2026, the Company received a notice of default and acceleration from the lender relating to the Company’s mortgage loan on the JPM8 hotel properties. The notice followed the Company’s failure on February 9, 2026 to make certain required payments and deliver required documentation under the existing loan extension, which constituted an event of default under the loan agreement. As a result, the lender demanded immediate payment of the outstanding principal balance of $325 million, plus accrued interest, default interest, fees, and other amounts due, and also required delivery of a replacement interest rate cap agreement. The loan is secured by eight hotel properties. The notice does not trigger any cross‑defaults under other loans of the Company’s subsidiaries, and the Company has no indebtedness at the parent‑company level.

We have extension options relating to certain property-level loans that will permit us to extend the maturity date of our loans if certain conditions are satisfied at the respective extension dates, including the achievement of debt yield targets required in order to extend such loans. To the extent we decide to extend the maturity date of the debt outstanding under the loans, we may be required to prepay a significant amount of the loans in order to meet the required debt yield.

If we violate covenants in our debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. As of June 30, 2026, we were in compliance with all covenants related to mortgage loans, except where noted above. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of

Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP.

With respect to upcoming maturities, no assurances can be given that we will be able to refinance our upcoming maturities. Additionally, no assurances can be given that we will obtain additional financings or, if we do, what the amount and terms will be. Our failure to obtain future financing under favorable terms could adversely impact our ability to execute our business strategy or may result in lender foreclosure.

Interest Rate Derivatives—We use interest rate caps and floors to hedge our debt and cash flows, which are recorded at fair value. Payments from counterparties on in-the-money interest rate caps and floors are recognized as realized gains on our consolidated statements of operations. See note 7.

7. Fair Value Measurements

Fair Value Hierarchy—For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the marketplace as discussed below:

•Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally are obtained from exchange or dealer markets.

•Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

•Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

The fair value of interest rate caps and floors is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below the strike rates of the floors or rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (SOFR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at June 30, 2026, the SOFR interest rate forward curve (Level 2 inputs) assumed an upward trend from 3.65% to 3.99% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):

(1) Reported as “derivative assets” in our consolidated balance sheets.

Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations

The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands):

(1)Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.

(2)Represents settled and unsettled payments from counterparties on interest rate caps.

(1)Relates to the change in the fair value of an exit fee on a term loan which was repaid on February 12, 2025. Prior to the repayment date, the exit fee was considered under the applicable accounting guidance as an embedded derivative liability that met the criteria for bifurcation from the debt host and was measured at estimated fair value at each reporting period.

(2)Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.

(3)Represents settled and unsettled payments from counterparties on interest rate caps.

8. Summary of Fair Value of Financial Instruments

Determining estimated fair values of our financial instruments, such as notes receivable and indebtedness, requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):

(1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of June 30, 2026 and December 31, 2025.

Cash, cash equivalents and restricted cash. These financial assets bear interest at market rates and have original maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.

Accounts receivable, net, accounts payable and accrued expenses, accrued interest payable, accrued interest associated with hotels in receivership, dividends and distributions payable, due to/from related parties, net, due to/from Ashford Inc., net and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique.

Notes receivable, net. The carrying amount of notes receivable, net approximates its fair value. This is considered a Level 2 valuation technique.

Derivative assets. See notes 6 and 7 for a complete description of the methodology and assumptions utilized in determining fair values.

Indebtedness and debt associated with hotels in receivership. Fair value of indebtedness is determined using the loan terms, collateral value and financial data such as loan-to-value ratios, debt service coverage ratios, and interest rates for comparable loans. We estimated the fair value of total indebtedness to be approximately 100.0% of the carrying value of $2.0 billion at June 30, 2026 and approximately 100.0% of the carrying value of $2.6 billion at December 31, 2025. We estimated the fair value of debt associated with hotels in receivership to be approximately 84.5% of the carrying value of $274.0 million at June 30, 2026 and approximately 85.2% of the carrying value of $294.8 million at December 31, 2025. These fair value estimates are considered a Level 2 valuation technique.

9. Income (Loss) Per Share

Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share.

The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per-share amounts):

(1) Undeclared dividends were deducted to arrive at distributed and undistributed income (loss) allocated to common stockholders. See note 11.

Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands):

10. Redeemable Noncontrolling Interests in Operating Partnership

Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and the units issued under our LTIP units that are vested. Each common unit may be redeemed for either cash or, at our sole discretion, up toone share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement.

LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods ofthree years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder intoone common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets that results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership.

As of June 30, 2026, there are approximately 69,000 issued and outstanding LTIP and Performance LTIP units. All LTIP and Performance LTIP units, other than approximately 22,000 LTIP and 35,000 Performance LTIP units, had reached full economic parity with, and are convertible into, common units.

The following table presents the redeemable noncontrolling interests in Ashford Trust OP and the corresponding approximate ownership percentage:

(1)Reflects the excess of the redemption value over the accumulated historical costs.

We allocated net (income) loss to the redeemable noncontrolling interests as presented in the table below (in thousands):

11. Equity

Preferred Dividends—On January 13, 2026, in order to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends were suspended, including dividends previously declared for stockholders of record as of December 31, 2025 of the Company’s Series D, F, G, H and I Cumulative Preferred Stock.

The board of directors declared quarterly dividends per share as presented below:

Shareholder Rights Plan—On December 15, 2025, we adopted a shareholder rights plan by entering into a Rights Agreement, dated December 15, 2025, with ComputerShare Trust Company, N.A., as rights agent (the “Rights Agreement”). 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 Board implemented the rights plan by declaring a dividend ofone preferred share purchase right (a “Right”) for each outstanding share of common stock. The dividends were distributed on December 26, 2025, to our stockholders of record on that date. Each of those Rights becomes exercisable on the date on which the Rights separate and begin trading separately from our common stock and entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series N Junior Participating Preferred Stock, par value $0.01 per share (“Series N Preferred Stock”), at a price of $20 per one one-thousandth of a share of our Series N Junior Participating Preferred Stock represented by such Right, subject to adjustment. The Rights will expire on the earliest of (i) 5:00 p.m. New York City time on December 14,

2026, (ii) the effective date of the repeal of Section 382 of the Code or any successor statute if the Board determines in its sole discretion that the Rights Agreement is no longer necessary or desirable for the preservation of Tax Benefits, or (iii) the first day of a taxable year of the Company to which the Board determines in its sole discretion that no Tax Benefits may be carried forward, unless the expiration date is extended or unless the Rights are earlier redeemed by the Company. The value of the Rights was de minimis.

12. Redeemable Preferred Stock

Series J Redeemable Preferred Stock

On March 31, 2025, the Company concluded its offering of the Company’s Series J Redeemable Preferred Stock (the “Series J Preferred Stock”). Prior to March 31, 2025, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series J Preferred Stock. Pursuant to such equity distribution agreements, the Company offered a maximum of 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock (as defined below) in a primary offering at a price of $25.00 per share. The Company also offered a maximum of 8.0 million shares of the Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”).

The Series J Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series J Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series J Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such monthly periods are consecutive, and the number of directors then constituting the board shall be increased bytwo and the holders of such shares of Series J Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series J Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company, who shall each be elected forone-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash or in shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series J Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.

•8.0% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series J Preferred Stock to be redeemed;

•5.0% of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed; and

•0% of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed.

The Series J Preferred Stock provides for cash dividends at an annual rate equal to 8.0% per annum of the Stated Value beginning on the date of the first settlement of the Series J Preferred Stock.

Dividends are payable on a monthly basis and payable in arrears on the 15 th of each month (or, if such payment date is not a business day, the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of 12 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series J Preferred Stock dividend distributions automatically reinvested in additional shares of the Series J Preferred Stock at a price of $25.00 per share.

On January 13, 2026, in order to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends were suspended, including dividends previously declared for stockholders of record as of December 31, 2025 of the Company’s Series J, K, L and M Preferred Stock.

The issuance activity of the Series J Preferred Stock is summarized below (in thousands):

The Series J Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series J Preferred Stock is classified outside of permanent equity.

At the date of issuance, the carrying amount of the Series J Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.

The redemption value adjustment of Series J Preferred Stock is summarized below (in thousands):

The following table summarizes Series J Preferred Stock redemptions settled in common stock (in thousands):

Series K Redeemable Preferred Stock

On March 31, 2025, the Company concluded its offering of the Company’s Series K Redeemable Preferred Stock (the “Series K Preferred Stock”). Prior to March 31, 2025, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series K Preferred Stock. Pursuant to such equity distribution agreements, the Company offered a maximum of 20.0 million shares of Series K Preferred Stock or Series J Preferred Stock in a primary offering at a price of $25.00 per share. The Company also offered a maximum of 8.0 million shares of the Series K Preferred Stock or Series J Preferred Stock pursuant to the DRIP at the Stated Value.

The Series K Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series K Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series K Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such monthly periods are consecutive, and the number of directors then constituting the board shall be increased bytwo and the holders of such shares of Series K Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series K Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected forone-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash or in shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series K Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.

•1.5% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series K Preferred Stock to be redeemed; and

•0% of the Stated Value beginning on the first anniversary from the Original Issue Date of the shares of the Series K Preferred Stock to be redeemed.

Holders of Series K Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2% per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $2.05 per share). Beginning one year from the date of original issuance of each share of Series K Preferred Stock and on each one-year anniversary thereafter for such share of Series K Preferred Stock, the dividend rate shall increase by 0.10% per annum; provided, however, that the dividend rate for any share of Series K Preferred Stock shall not exceed 8.7% per annum of the Stated Value.

Dividends are payable on a monthly basis in arrears on the 15 th of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of 12 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series K Preferred Stock dividend distributions automatically reinvested in additional shares of the Series K Preferred Stock at a price of $25.00 per share.

On January 13, 2026, in order to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends were suspended, including dividends previously declared for stockholders of record as of December 31, 2025 of the Company’s Series J, K, L and M Preferred Stock.

The issuance activity of the Series K Preferred Stock is summarized below (in thousands):

The Series K Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series K Preferred Stock is classified outside of permanent equity.

At the date of issuance, the carrying amount of the Series K Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.

The redemption value adjustment of Series K Preferred Stock is summarized below (in thousands):

The following table summarizes Series K Preferred Stock redemptions settled by the issuance of common stock (in thousands):

Series L Redeemable Preferred Stock

On December 9, 2025, the Company terminated the primary offering of the Company’s Series L Redeemable Preferred Stock (the “Series L Preferred Stock”). The Company continued to offer shares of its Series L Preferred Stock pursuant to its dividend reinvestment plan beyond the termination of the primary offering. Prior to December 9, 2025, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series L Preferred Stock. Pursuant to such equity distribution agreements, the Company offered a maximum of 12.0 million shares of Series L Preferred

Stock or Series M Preferred Stock (as defined below) in a primary offering at a price of $25.00 per share, subject to offering discounts. The Company also offered a maximum of 4.0 million shares of the Series L Preferred Stock or Series M Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”).

The Series L Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series L Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series L Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such monthly periods are consecutive, and the number of directors then constituting the board shall be increased bytwo and the holders of such shares of Series L Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series L Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected forone-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash or in shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series L Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.

•8.0% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series L Preferred Stock to be redeemed;

•5.0% of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series L Preferred Stock to be redeemed; and

•0% of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series L Preferred Stock to be redeemed.

The Series L Preferred Stock provides for cash dividends at an annual rate equal to 7.5% per annum of the Stated Value beginning on the date of the first settlement of the Series L Preferred Stock.

Dividends are payable on a monthly basis and payable in arrears on the 15 th of each month (or, if such payment date is not a business day, the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of 12 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series L Preferred Stock dividend distributions automatically reinvested in additional shares of the Series L Preferred Stock at a price of $25.00 per share.

On January 13, 2026, in order to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends were suspended, including dividends previously declared for stockholders of record as of December 31, 2025 of the Company’s Series J, K, L and M Preferred Stock.

The issuance activity of the Series L Preferred Stock is summarized below (in thousands):

The Series L Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series L Preferred Stock is classified outside of permanent equity.

At the date of issuance, the carrying amount of the Series L Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.

The redemption value adjustment of Series L Preferred Stock is summarized below (in thousands):

No redemptions of Series L Preferred Stock occurred in the three and six months ended June 30, 2026 and 2025.

Series M Redeemable Preferred Stock

On December 9, 2025, the Company terminated the primary offering of the Company’s Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). The Company continued to offer shares of its Series M Preferred Stock pursuant to its dividend reinvestment plan beyond the termination of the primary offering. Prior to December 9, 2025, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series M Preferred Stock. Pursuant to such equity distribution agreements, the Company offered a maximum of 12.0 million shares of Series L Preferred Stock or Series M Preferred Stock in a primary offering at a price of $25.00 per share, subject to offering discounts. The Company also offered a maximum of 4.0 million shares of the Series L Preferred Stock or Series M Preferred Stock pursuant to the DRIP at the Stated Value.

The Series M Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series M Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series M Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such monthly periods are consecutive, and the number of directors then constituting the board shall be increased bytwo and the holders of such shares of Series M Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series M Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected forone-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash or in shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series M Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.

•1.5% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series M Preferred Stock to be redeemed; and

•0% of the Stated Value beginning on the first anniversary from the Original Issue Date of the shares of the Series M Preferred Stock to be redeemed.

Holders of Series M Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 7.7% per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $1.925 per share). Beginning one year from the date of original issuance of each share of Series M Preferred Stock and on each one-year anniversary thereafter for such share of Series M Preferred Stock, the dividend rate shall increase by 0.10% per annum; provided, however, that the dividend rate for any share of Series M Preferred Stock shall not exceed 8.2% per annum of the Stated Value.

Dividends are payable on a monthly basis in arrears on the 15 th of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of 12 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series M Preferred Stock dividend distributions automatically reinvested in additional shares of the Series M Preferred Stock at a price of $25.00 per share.

On January 13, 2026, in order to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends were suspended, including dividends previously declared for stockholders of record as of December 31, 2025 of the Company’s Series J, K, L and M Preferred Stock.

The issuance activity of the Series M Preferred Stock is summarized below (in thousands):

The Series M Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series M Preferred Stock is classified outside of permanent equity.

At the date of issuance, the carrying amount of the Series M Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.

The redemption value adjustment of Series M Preferred Stock is summarized below (in thousands):

No redemptions of Series M Preferred Stock occurred in the three and six months ended June 30, 2026 and 2025.

13. Related Party Transactions

Ashford Inc.

Advisory Agreement with Ashford Trust OP

Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty J. Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc.

On March 27, 2026, the Company entered into the Advisory Agreement with Ashford Inc. and Ashford LLC. The Advisory Agreement amends and restates the terms of the Third Amended and Restated Advisory Agreement, dated as of March 12, 2024 and extends the initial term of the Advisory Agreement to December 31, 2055 withtwo 20-year possible extensions.

Under our Advisory Agreement, we pay advisory fees to Ashford LLC. Advisory fees consist of base fees and incentive fees. We pay a monthly base fee in an amount equal to 1/12 of (i) 0.70% of the Total Market Capitalization (the “TMC”) (as defined in our Advisory Agreement) of the Company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our Advisory Agreement), if any, on the last day of the prior month during which the advisory agreement was in effect. The Advisory Agreement also provides for, among other things, (i) the potential for the TMC component of the calculation of the Net Asset Fee Adjustment to be reduced from 70 basis points to:50 basis points if the TMC is greater than or equal to $4 billion,30 basis points if the TMC is greater than or equal to $5 billion andzero basis points if the TMC is $6 billion or greater.

However, the Base Fee (as defined in our Advisory Agreement) shall in no event for any month be less than the Minimum Base Fee as provided by the Advisory Agreement. The Company shall pay the Base Fee or the Minimum Base Fee (as defined in our Advisory Agreement) on the fifth business day of each month.

The Minimum Base Fee for Ashford Trust for each quarter is equal to the greater of:

(i)90% of the base fee paid for the same month in the prior fiscal year; and

(ii) 1/12 th of the G&A Ratio (as defined in the advisory agreement) for the most recently completed fiscal quarter multiplied by the TMC.

We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the Advisory Agreement is terminated at other than year-end). In each year that the Company’s total shareholder return exceeds the average total shareholder return for the peer group, the Company shall pay to Ashford LLC an incentive fee. The incentive fee, if any, subject to the Fixed Charge Coverage Ratio Condition (as defined in the Advisory Agreement), shall be payable in arrears inthree equal annual installments.

We reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the Advisory Agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services. Under the Advisory Agreement, the Company may also grant cash incentive awards to employees, officers, affiliates and representatives of Ashford LLC.

Under our Advisory Agreement, Ashford Trust OP is obligated to indemnify Ashford LLC for any and all tax liabilities arising from asset dispositions, deemed distributions, or fair market value and tax basis adjustments occurring since January 1, 2024. As of June 30, 2026, the Company has accrued a liability of approximately $12.0 million related to this obligation, which is included in “due to Ashford Inc., net” in our consolidated balance sheet. See note 14.

If we terminate the Advisory Agreement without cause or upon a change of control, we will be required to pay on or before the termination date Ashford LLC a termination fee equal to the following: the present value of a payment stream calculated by assuming that Foregone Adjusted EBITDA (as defined in the Advisory Agreement) will be earned annually over a subsequent period of 30 years, discounted attwo percent per annum, as reasonably calculated by Ashford LLC (the “Termination Fee”).

Notwithstanding the foregoing, through December 31, 2026, following a breach of the asset disposition limits that would otherwise constitute a company change of control and trigger a termination fee, no company change of control shall automatically be deemed to have occurred for at leastsix months, after which Ashford LLC will have 18 months to trigger a company change of control at any time, provided that the Company’s Annualized Portfolio Cash Flow (as defined in the Advisory Agreement) must be less than $65 million at the time of triggering. Additionally, upon a company change of control or similar scenario, Ashford LLC may begin escrowing the termination fee; provided that the Company must be restored to the same condition within 30 days if a change of control does not ultimately occur.

The following table summarizes the advisory services fees incurred (in thousands):

(1)Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services, deferred cash awards and certain tax obligations.

(2)Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.

Limited Waivers Under Advisory Agreement with Ashford Trust OP

On March 13, 2026, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “2026 Advisory Agreement Limited Waiver”). Pursuant to the 2026 Advisory Agreement Limited Waiver, the Company, the Operating Partnership, TRS, Ashford Inc. and Ashford LLC waived the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar year 2026, cash incentive compensation to employees and other representatives of Ashford Inc. and Ashford LLC.

On December 9, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “December 2025 Limited Waiver”). The December 2025 Limited Waiver permits the Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC to proceed with the Retention Agreement and related reimbursements for severance or non‑compete payments to Stephen Zsigray without triggering restrictions under the Advisory Agreement, and it is effective solely for this specific instance.

On March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “2025 Limited Waiver”). Pursuant to the Limited Waiver, the Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC waived the operation of any provision in our Advisory Agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during the first and second fiscal quarters of calendar year 2025, cash incentive compensation to employees and other representatives of the Advisor.

Promissory Note with Ashford LLC

Ashford Trust OP holds a promissory note with Ashford LLC to allow 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 promissory note bear interest at an annual rate of 10% which may be paid in cash or paid in-kind at Ashford OP’s discretion. As of June 30, 2026, no amount had been drawn under the promissory note.

Advisory Agreement with Stirling OP

Prior to September 2, 2025, Stirling REIT Advisors, LLC (“Stirling Advisor”), a subsidiary of Ashford Inc., and Stirling OP were party to an advisory agreement. On September 2, 2025, the advisory agreement between Stirling Advisor and Stirling OP was terminated when the Company became the sole remaining unit holder and general partner of Stirling OP. See note 2. The following table summarizes the advisory services fees incurred by Stirling OP prior to the termination of the Stirling OP advisory agreement (in thousands):

(1)Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services.

Warwick

Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage, which includes worker’s compensation, general liability and auto liability coverages. The hotel management companies procure worker’s compensation insurance, the expenses of which are passed through to the Company. Under the Advisory Agreement and hotel management agreements, Ashford Inc. secures general liability and auto liability policies to cover Ashford Trust, Braemar, their hotel managers, as needed, and Ashford Inc. The total cost estimates covered by such policies are based on the collective pool of risk exposures from each party. Ashford Inc. delegates the management of the casualty insurance program to Warwick Insurance Company, LLC (“Warwick”), a subsidiary of Ashford Inc., which issues policies covering general liability, workers’ compensation and auto liability losses. Each year Ashford Inc. collects funds from Ashford Trust, Braemar and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.

Cash Management

The Company, Ashford Inc. and Braemar Hotels & Resorts Inc. (“Braemar”) are subject to an agreement pursuant to which Ashford LLC is to implement the REIT’s cash management strategies. This includes actively managing the REIT’s excess cash by primarily investing in short-term U.S. Treasury securities. The annual fee is 20 basis points (“bps”) of the average daily balance of the funds managed by Ashford LLC and is payable monthly in arrears.

Lismore

We engage Lismore or its subsidiaries to provide debt placement services, assist with loan modifications or refinancings on our behalf and provide brokerage services. During the three and six months ended June 30, 2026, we incurred fees of $0. During the three and six months ended June 30, 2025, we incurred fees of $565,000 and $2.4 million, respectively.

Ashford Securities

The Company, Braemar and Ashford Inc. are party to the Fourth Amended and Restated Contribution Agreement with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). Effective December 9, 2025, the Parties entered into the Wind‑Down and Investor Servicing Cost Sharing Agreement providing for the orderly wind‑down of Ashford Securities as a FINRA member and SEC‑registered broker‑dealer and allocating all related wind‑down and investor servicing costs among the Parties based on each Party’s proportion of outstanding shares in applicable investment products as of each quarterly measurement date. The agreement supersedes prior cost‑allocation terms solely with respect to these wind‑down and servicing obligations and remains in effect until completion of the wind‑down and the end of all related servicing requirements.

As of June 30, 2026, Ashford Trust has funded approximately $17.0 million and had a $2.9 million payable. As of December 31, 2025, Ashford Trust had funded approximately $17.0 million and had a $2.4 million payable. The payables were included in “due to Ashford Inc., net” on our consolidated balance sheets.

The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands):

Design and Construction Services

Premier Project Management LLC (“Premier”), as a subsidiary of Ashford Inc., provides design and construction services to our hotels, including construction management, interior design, architectural services and the purchasing, freight management and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4% of project costs; and (b) market service fees at current market rates with respect to construction management, interior design, architecture, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision.

The design and construction services agreement provides for an initial term often years for each hotel. The term may be renewed by Premier, at its option, forthree successive periods ofseven years each, and, thereafter, a final term offour years; provided that, at the time the option to renew is exercised, Premier is not then in default under the design and construction services agreement. The design and construction services agreement also: (i) provides that fees will be payable monthly as the service is delivered based on percentage completion; (ii) allows a project management fee to be paid on a development, together with (and not in lieu of) the development fee; and (iii) fixes the fees for FF&E purchasing, expediting, freight management and warehousing at 8%.

Hotel Management Services

As of June 30, 2026, Remington Hospitality managed 36 of our 53 hotel properties.

We pay monthly hotel management fees equal to the greater of approximately $18,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services. Our hotel management agreement also requires that we fund property-level operating costs including the hotel manager's payroll and related costs.

Our hotel management agreement provides for an initial term often years as to each hotel. The term may be renewed by Remington Hospitality, at its option, forthree successive periods ofseven years each, and, thereafter, a final term offour years; provided that, at the time the option to renew is exercised, Remington Hospitality is not then in default under the hotel management agreement. The hotel management agreement also provides that Remington Hospitality may charge market premiums for its self-insured health plans to its hotel employees, the cost of which is an operating expense of the hotel properties. The amount of group services charged per room per month at each hotel is capped at $39.47 (subject to annual increases equal to the greater of 3% or the percentage change in the Consumer Price Index over the preceding annual period) (the “Cap”). Any unpaid balance will be paid by Ashford TRS and the Cap will not apply to certain hotels for whom the lessee is not a direct or indirect wholly-owned subsidiary of Ashford TRS.

14. Commitments and Contingencies

Tax Indemnification Obligation—Under our Advisory Agreement, Ashford Trust OP is obligated to indemnify Ashford LLC for any and all tax liabilities arising from asset dispositions, deemed distributions, or fair market value and tax basis adjustments occurring since January 1, 2024. The Company has engaged tax counsel to evaluate the scope and potential exposure of this indemnification obligation. As of June 30, 2026, the Company has accrued a liability of $12.0 million related to this obligation, which is included in “due to Ashford Inc., net” on our consolidated balance sheet. The ultimate liability is subject to change and is dependent upon future asset dispositions, future taxable events and the resolution of other related tax matters.

Restricted Cash—Under certain management and debt agreements for our hotel properties existing as of June 30, 2026, escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow generally 4% to 5% of gross revenues for capital improvements. From time to time, the Company may work with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls.

Franchise Fees—Under franchise agreements for our hotel properties existing as of June 30, 2026, we pay franchisor royalty fees between 4% and 6% of gross rooms revenue and, in some cases,1% to 3% of food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 4% of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2026 and 2049. When a franchise term expires, the franchisor has no obligation to renew the franchise. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up tothree times the average annual fees incurred for that property.

The table below summarizes the franchise fees incurred (in thousands):

Management Fees—Under hotel management agreem ents for our hotel properties existing as of June 30, 2026, we pay monthly hotel management fees equal to the greater of approximately $18,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2% to 7% of gross revenues, as well as annual incentive management fees, if applicable. These hotel management agreements expire from 2026 through 2038, with renewal options. If we terminate a hotel management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement. Our hotel management agreements also require that we fund property-level operating costs, including the hotel manager’s payroll and related costs.

Income Taxes—We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2021 through 2025 remain subject to potential examination by certain federal and state taxing authorities.

Litigation—On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects nine hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021, to opt out of the class; however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt-out period has been extended until such time that discovery has concluded. In May 2023, the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed or the class de-certified. After submission of the briefs, the court requested that the parties submit stipulations for the court to rule upon. On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. A tentative settlement in the amount of $850,000 was reached on February 14, 2025. Final court approval was obtained on September 12, 2025. Ashford Trust’s portion of the settlement is 88.2%.

Settlement distributions began on July 22, 2026, and the Court has set a compliance hearing for November 18, 2026. As of June 30, 2026, the settlement liability amount was accrued.

On August 4, 2020, a lawsuit, Benjamin Zermeno v. Beverly Hills Marriott, was filed in Alameda County Superior Court as a PAGA representative action alleging various wage and hour violations of all Remington-managed California properties. The plaintiff’s individual claims were compelled to arbitration. On August 18, 2022, another lawsuit, Cristina Catalano v. Beverly Hills Marriott and Mr. C, was filed as a PAGA representative action alleging various wage and hour violations of all Remington-managed California properties. The co-defendant separately settled and the individual arbitration has also settled. A private mediation was held on December 27, 2024, to globally resolve thethree outstanding matters. The court approved the settlement of all matters on January 16, 2026. The aggregate settlement is $2.5 million and Ashford Trust’s portion of the settlement is $1.8 million. As of June 30, 2026, the settlement liability was paid in full.

On April 18, 2024, the California Department of Industrial Relations (“DIR”) served the Company’s manager with an investigative subpoena relative to concerns with the Palm Springs Renaissance Hotel’s COVID recall efforts. On August 27, 2025, the DIR issued a citation that the Company’s manager failed to properly recall certain employees. On September 17, 2025, the Company’s manager filed an appeal which is currently pending. The matter is in the early stages and the ultimate outcome of this matter is unknown at this time. We do not believe that any potential loss to the Company is reasonably estimable at this time. As of June 30, 2026, no amounts were accrued.

We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters; tax matters; and matters relating to compliance with applicable law (for example, the Americans with Disabilities Act and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flow.

Our assessment may change depending upon the development of any current or future legal proceedings, and the final results of such legal proceedings cannot be predicted with certainty. If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations or cash flows could be materially adversely affected in future periods.

15. Segment Reporting

We operate inone reportable business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments: (i) offer similar products and services to their customers in the form of hotel rooms, food and beverage, and ancillary services; (ii) utilize third-party hotel management companies to deliver its products and services to its customers; (iii) are designed and operated to appeal to similar individuals, groups, leisure and business customers; and (iv) have third-party hotel managers that utilize the same methods (direct hotel sales and various online booking portals) to distribute the Company’s products and services. As of June 30, 2026 and 2025, all of our hotel properties were in the U.S. and its territories. The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer.

Each hotel property derives revenue primarily from guestroom sales, food and beverage sales and revenues from other lodging services and amenities. The accounting policies of each operating segment are the same as those described in the summary of significant accounting policies in note 2.

The CODM reviews and makes decisions on all aspects of the Company’s business using all available financial and non-financial data for each hotel individually. Capital allocation decisions to acquire, sell, enhance, redevelop or perform renewal and replacement expenditures are determined on a hotel-by-hotel basis. Specifically, the CODM reviews the results of each hotel to assess the hotel’s profitability. The key measure the CODM uses to allocate resources and assess performance is individual hotel net income (loss) before interest expense, income taxes, depreciation and amortization, adjusted to exclude certain items determined by management to not be reflective of its ongoing operating performance or incurred in the normal course of business (“Hotel Adjusted EBITDA”). The adjustments include gains and losses on hotel dispositions, impairment charges, pre-opening costs associated with extensive renovation projects, property-level legal settlements, restructuring, severance, management transition costs and other expenses identified by management as non-recurring. The CODM does not regularly review asset information by segment.

Following Stirling OP’s redemption of its unit holders on September 2, 2025, the Company updated the presentation of its reportable segment for the three and six months ended June 30, 2026 and 2025, to incorporate the results of Stirling OP’sfour hotel properties. Prior to September 2, 2025, the CODM did not regularly review the results of Stirling OP. The following tables include revenues, significant hotel operating expenses, and Hotel Adjusted EBITDA for the Company’s hotels, reconciled to the consolidated amounts included in the Company’s consolidated statements of operations (in thousands):

The following table reconciles segment total revenue to total consolidated revenue:

16. Subsequent Events

On July 1, 2026, the Company completed the sale of the 357-room Marriott Fremont Silicon Valley located in Fremont, California, for a purchase price of $53.0 million, subject to customary pro rations and adjustments.

On July 24, 2026, the Company entered into a definitive agreement to sell the 150-room Embassy Suites Dulles located in Herndon, Virginia for a purchase price of $22.8 million. The agreement included a nonrefundable deposit of $500,000 which was paid in July 2026.

On July 27, 2026, the Company entered into a definitive agreement to sell the 263-room Embassy Suites Philadelphia located in Philadelphia, Pennsylvania for a purchase price of $26.0 million. The agreement included a nonrefundable deposit of $500,000 which was paid in July 2026.

On July 31, 2026, the Company completed the sale of the 358-room Hyatt Regency Long Island located in Hauppauge, New York, for a purchase price of $26.5 million in cash, subject to customary pro rations and adjustments.