ASHFORD HOSPITALITY TRUST INC·4

Feb 26, 6:13 PM ET

Bennett Monty J 4

4 · ASHFORD HOSPITALITY TRUST INC · Filed Feb 26, 2026

Research Summary

AI-generated summary of this filing

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Ashford Hospitality (AHT) Director Monty Bennett Converts LTIP Units, Forfeits Some

What Happened

  • Monty J. Bennett, a director of Ashford Hospitality Trust (AHT), reported several related equity/derivative transactions on 2026-02-24. The filing shows he converted 1,660 LTIP (long-term incentive partnership) units into 1,660 shares of AHT common stock (reported as an exercise/conversion, acquired at $0.00). Simultaneously, 20,174.50 Performance LTIP Units from a 2023 award were forfeited because certain performance criteria were not met. Separately, 471.6 common units of the operating partnership were redeemed by the issuer and resulted in issuance of 471 shares of AHT common stock to the reporting person (rounding down fractional units).

Key Details

  • Transaction date: February 24, 2026; Form 4 filed February 26, 2026 (timely filing).
  • Conversions/Acquisitions: 1,660 LTIP units converted into 1,660 common shares at $0.00 (derivative conversion).
  • Forfeiture/Disposition: 20,174.50 Performance LTIP Units forfeited due to unmet performance criteria (derivative disposition to issuer).
  • Redemption: 471.6 Subsidiary Common Units redeemed by issuer for 471 shares of common stock (see footnotes F9/F10).
  • Price/value: No cash purchase or sale proceeds reported (acquisition price $0.00 for conversion; other entries “N/A”).
  • Ownership after transaction: Not explicitly stated in the provided excerpt of the filing.
  • Pecuniary interest: The filing notes the reporting person disclaims other interests but reflects pecuniary interest in shares held by Ashford Financial Corporation (footnote F11).

Context

  • These were internal corporate actions (conversions, unit redemptions, and forfeitures of performance-based LTIP awards), not open-market buys or sells. The forfeiture reduces the maximum potential future shares from the 2023 Performance LTIP award; the conversion/redemption represented the conversion of vested/convertible partnership units into issuer common stock at no cash cost. Such derivative/award-related activity reflects grant/vesting rules and performance outcomes rather than an outright market trade.

Insider Transaction Report

Form 4
Period: 2026-02-24
Transactions
  • Other

    Common Stock

    [F10][F11]
    2026-02-24+471471 total(indirect: By Ashford Financial Corporation)
  • Disposition to Issuer

    Performance LTIP Units (2023)

    [F1][F3][F2]
    2026-02-2420,174.51,660 total(indirect: By LLC)
    Exercise: $0.00From: 2025-12-31Exp: 2025-12-31Common Stock (1,660 underlying)
  • Exercise/Conversion

    Performance LTIP Units (2023)

    [F1]
    2026-02-241,6600 total(indirect: By LLC)
    Exercise: $0.00From: 2025-12-31Exp: 2025-12-31Common Stock (0 underlying)
  • Exercise/Conversion

    Special Limited Partnership Units

    [F4][F7][F5][F8]
    2026-02-24+1,6601,660 total(indirect: By LLC)
    Exercise: $0.00Common Stock (1,660 underlying)
  • Other

    Common Limited Partnership Units

    [F7][F9][F10][F5]
    2026-02-24471.60 total(indirect: By Ashford Financial Corporation)
    Exercise: $0.00Common Stock (471.6 underlying)
Holdings
  • Common Stock

    385
  • Common Stock

    (indirect: By MJB Investments, LP)
    761
  • Common Stock

    (indirect: By Dartmore, LP)
    358
  • Common Stock

    (indirect: By Reserve, LP IV)
    74
  • Special Limited Partnership Units

    [F4][F5][F6]
    (indirect: By LLC)
    Exercise: $0.00Common Stock (13,085 underlying)
    13,085
  • Special Limited Partnership Units

    [F4][F5][F6]
    (indirect: By LLC)
    Exercise: $0.00Common Stock (8,550.4 underlying)
    8,550.4
  • Special Limited Partnership Units

    [F4][F5][F6]
    Exercise: $0.00Common Stock (200.3 underlying)
    200.3
  • Special Limited Partnership Units

    [F4][F5][F6]
    (indirect: By MJB Operating, LP)
    Exercise: $0.00Common Stock (714.8 underlying)
    714.8
  • Common Limited Partnership Units

    [F7][F5][F8]
    (indirect: By MJB Operating, LP)
    Exercise: $0.00Common Stock (966.8 underlying)
    966.8
  • Common Limited Partnership Units

    [F7][F5][F8]
    (indirect: By Dartmore, LP)
    Exercise: $0.00Common Stock (2,535.9 underlying)
    2,535.9
  • Common Limited Partnership Units

    [F7][F5][F8]
    (indirect: By MJB Investments, LP)
    Exercise: $0.00Common Stock (177.1 underlying)
    177.1
  • Common Limited Partnership Units

    [F7][F5][F8]
    (indirect: By Reserve, LP IV)
    Exercise: $0.00Common Stock (549.7 underlying)
    549.7
  • Common Limited Partnership Units

    [F7][F5][F8]
    (indirect: By Reserve, LP III)
    Exercise: $0.00Common Stock (396.8 underlying)
    396.8
Footnotes (11)
  • [F1]Each performance LTIP unit ("Performance LTIP Unit") award represented a special long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to specified performance-based vesting criteria.
  • [F10]Represents shares of common stock issued by the Issuer in connection with the Issuer's redemption of 471.6 Common Units of the Subsidiary. Such Common Units were redeemable, at the option of the Issuer, for 471 shares of the Issuer's common stock on a one-for-one basis, while rounding down fractional Common Units.
  • [F11]Reflects only the Reporting Person's pecuniary interest in the shares of common stock held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation.
  • [F2]Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 250% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units will generally vest on December 31, 2025 (with respect to the 2023 grant). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 7 discussing the convertibility of the Common Units.
  • [F3]Represents 20,174.50 Performance LTIP Units that were forfeited due to certain performance criteria of the 2023 Performance LTIP Unit award not being met.
  • [F4]Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 7 discussing the convertibility of the Common Units.
  • [F5]Neither the Common Units nor the LTIP Units have an expiration date.
  • [F6]Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.
  • [F7]Common Limited Partnership Units of the Subsidiary ("Common Units"). Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.
  • [F8]Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 7 discussing the convertibility of the Common Units.
  • [F9]Represents Common Units redeemed by the Issuer on February 24, 2026 for 471 shares of the Issuer's common stock. Such transaction is further reflected in Table I above (see also footnote 10).
Signature
/s/ Monty J. Bennett|2026-02-26

Documents

1 file
  • 4
    tm267364-1_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT