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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 20, 2025
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland | | 001-31775 | | 86-1062192 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS employer identification number) |
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14185 Dallas Parkway, Suite 1200 | | | | |
Dallas | | | | |
Texas | | | | 75254 |
(Address of principal executive offices) | | | | (Zip code) |
Registrant’s telephone number, including area code: (972) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriated box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock | | AHT | | New York Stock Exchange |
Preferred Stock, Series D | | AHT-PD | | New York Stock Exchange |
Preferred Stock, Series F | | AHT-PF | | New York Stock Exchange |
Preferred Stock, Series G | | AHT-PG | | New York Stock Exchange |
Preferred Stock, Series H | | AHT-PH | | New York Stock Exchange |
Preferred Stock, Series I | | AHT-PI | | New York Stock Exchange |
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 20, 2025, Mr. J. Robison Hays, III tendered his resignation from the Board of Directors (the “Board”) of Ashford Hospitality Trust, Inc. (the “Company”) to be effective as of that date. The resignation was not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.
On May 23, 2025, the Board appointed Mr. Stephen Zsigray, the Chief Executive Officer and President of the Company, as a member of the Board, effective immediately, to serve until the next annual meeting of stockholders of the Company and until his successor is duly elected and qualified. Mr. Zsigray will not serve on a Board committee. No additional compensation will be paid to Mr. Zsigray in connection with the performance of his additional duties as a member of the Board. Mr. Zsigray does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Biographical and other information regarding the compensation of Mr. Zsigray can be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2025 and such information is incorporated by reference into this Item 5.02.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ASHFORD HOSPITALITY TRUST, INC. |
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Dated: May 23, 2025 | By: | /s/ Alex Rose |
| | Alex Rose |
| | Executive Vice President, General Counsel & Secretary |