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INNSUITES HOSPITALITY TRUST

For the period ended Jul 7, 2025. Filed Jul 7, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 7, 2025 · Filed Jul 7, 2025

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DEF 14A 1 formdef14a.htm DEF 14A

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Fiscal 2025 Annual Meeting of Shareholders of InnSuites Hospitality Trust (the “Trust”) will be held at the InnSuites Hospitality Trust corporate offices located at 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020 (phone: 602-944-1500) on Thursday August 14, 2025, at 1:00 P.M., local time, for the purpose of considering and acting upon the following matters:

1.The election of the Trustees named in this proxy statement and recommended by the Board of Trustees to hold office until the Fiscal 2028 Annual Meeting of Shareholders and until their respective successors shall be duly elected and qualified (listed as Proposal No. 1 on the Proxy Card);
2.To ratify the appointment of BCRG Group, Certified Public Accountants & Consultants, Inc. (“BCRG”) as the independent registered public accounting firm of the trust for the year ending January 31, 2026. (listed as Proposal No. 2 on the Proxy Card);
3.Approval of the compensation of our named executive officers on an advisory basis (“Say-on-Pay”) (listed as Proposal No. 3 on the Proxy Card);
4.Advisory vote as to whether you prefer a vote to advise us on the compensation of our named executive officers every year, every two years, or every three years (“Say-on-Pay Frequency”) (listed as Proposal No. 4 on the Proxy Card);
5.The transaction of any other business that may properly come before the meeting and any adjournments or postponements thereof.

Shareholders of the Trust of record at the close of business on July 3, 2025 are entitled to vote at the 2025 Annual Meeting of Shareholders and any adjournments or postponements thereof.

By order of the Board of Trustees
/s/ MARC E. BERG
Phoenix, ArizonaSecretary
July 9, 2025

Shareholders are requested to complete, date, sign and return the enclosed Proxy Card in the envelope provided, which requires no postage if mailed in the United States.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be held on August 14, 2025

The Proxy Statement, Proxy Card and Annual Report on Form 10-K for the Fiscal Year

ended January 31, 2025 are available at our Internet website at www.innsuitestrust.com.

Table of Contents

Proxy Solicitation4
General Information4
Election of Trustees5
Approval of the Ratification of BCRG Group6
Board of Trustees and Executive Officers8
Other Executive Officers10
Board Committees12
Compensation of Trustees and Executive Officers17
Certain Transactions22
Certain Information Concerning the Trust25
Other Matters27
Other Information27

InnSuites Hospitality Centre

1730 E. Northern Avenue, Suite 122

Phoenix, Arizona 85020

PROXY STATEMENT

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.