ASHFORD HOSPITALITY TRUST INC 8-K

What Happened Ashford Hospitality Trust, Inc. (AHT) reported on Form 8‑K (Item 1.01) that two of its indirect, wholly owned subsidiaries entered into an Agreement of Purchase and Sale on December 12, 2025 to sell the Hilton St. Petersburg Bayfront in St. Petersburg, Florida to Kolter Group Acquisitions LLC for $96.0 million in cash. The purchaser delivered a “Notice to Proceed” on February 20, 2026, making the initial earnest money deposit non‑refundable and triggering an additional deposit requirement; the sale is expected to close in the first quarter of 2026, subject to customary closing conditions.

Key Details

• Purchase Price: $96,000,000 in cash for the Hotel.
• Earnest Money: Initial deposit $500,000 (placed in escrow); became non‑refundable on Feb 20, 2026. Additional deposit of $1,900,000 due within three business days after the Notice to Proceed.
• Parties: Sellers — St. Petersburg Florida Hotel Limited Partnership and Ashford TRS Lessee II LLC (indirect, wholly owned subsidiaries of Ashford); Purchaser — Kolter Group Acquisitions LLC.
• Timing & Conditions: Agreement dated Dec 12, 2025; expected close Q1 2026 but subject to customary prorations, adjustments and closing conditions; completion is not guaranteed.

Why It Matters This is a material asset disposition for Ashford that would generate $96M in gross sale proceeds (less any adjustments) and bring immediate non‑refundable deposit cash flow once conditions are met. Investors should note the sale is not final until closing and several conditions remain outstanding. The filing also includes a standard forward‑looking caution that actual results and timing may differ.