ASHFORD HOSPITALITY TRUST INC

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. In addition to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, the following risk factor should be carefully considered in evaluating us and our business.

Our common stock may not meet the continued listing standards of the New York Stock Exchange, and if our common stock is delisted, it would adversely impact the ability of holders to sell shares.

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “AHT.” The NYSE imposes continued listing standards on all listed companies, including requirements with respect to minimum average global market capitalization, minimum average closing share price, and other financial and governance metrics set forth in the NYSE Listed Company Manual. If a company fails to meet the NYSE’s continued listing standards, the NYSE may commence delisting proceedings, which could ultimately result in the company’s securities being delisted from the NYSE.

If our common stock were delisted from the NYSE, it would be more difficult for holders to sell their shares of our common stock. Following any such delisting, our common stock could be traded only on the OTC Bulletin Board, in the “pink sheets” maintained by the OTC Markets Group or on another over-the-counter market, if available. Such trading markets are generally considered to be less efficient and less liquid than the NYSE and may result in reduced trading volumes and wider bid-ask spreads, which would likely depress the price of our common stock. Delisting could also adversely affect our ability to raise capital in the equity markets on acceptable terms, or at all, impair the ability of holders of our preferred stock to convert or redeem such preferred stock into or for shares of our common stock at prices reflecting the intended economics of such conversion or redemption, and reduce or eliminate coverage of our common stock by securities analysts and other market participants, further diminishing investor interest and market liquidity.