ainc-202407250001604738falsetrue00016047382024-07-252024-07-250001604738us-gaap:CommonStockMember2024-07-252024-07-250001604738ainc:PreferredStockPurchaseRightMember2024-07-252024-07-25
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): July 25, 2024
ASHFORD INC.
(Exact name of registrant as specified in its charter)
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Nevada | | 001-36400 | | 84-2331507 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS employer identification number) |
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 appropriate 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:
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☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | | 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: | | | | | | | | | | | | | | |
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock | | AINC | | NYSE American LLC |
Preferred Stock Purchase Rights | | | | NYSE American LLC |
ITEM 7.01 REGULATION FD DISCLOSURE.
On July 25, 2024, Ashford Inc. (the “Company”) (NYSE American: AINC) issued a press release announcing that Mr. W. Michael Murphy, a member of its Board of Directors, passed away on July 24, 2024. A copy of the press release is attached hereto as Exhibit 99.1.
Mr. Murphy had a distinguished career in the hotel industry and has been a key member of the Company’s Board of Directors, serving since August 2018. Prior to serving on the Board of Directors of the Company, Mr. Murphy served on the Board of Directors of Braemar Hotels & Resorts Inc. (NYSE: BHR) from 2013 to 2015 and he served on the Board of Directors of Ashford Hospitality Trust, Inc. (NYSE: AHT) from 2003 to 2013.
The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number Description
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
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.
Dated: July 25, 2024 | | | | | | | | |
| ASHFORD INC. |
| | |
| By: | /s/ ALEX ROSE |
| | Alex Rose |
| | Executive Vice President, General Counsel & Secretary |