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~~September 2911, 2024

ASHFORD INC.

(Exact name of registrant as specified in its charter)

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:


☐						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:

Title of each class Trading Symbol Name of each exchange on which registered ~~Common~~None ~~Stock~~None ~~AINC NYSE American LLC Preferred Stock Purchase Rights NYSE American LLC~~None

ITEM 71.01 ~~REGULATION~~ ENTRY FDINTO ~~DISCLOSURE~~A MATERIAL DEFINITIVE AGREEMENT

On ~~July~~September 3111, 2024, Ashford TRS Corporation (“Ashford TRS”), a wholly-owned subsidiary of Ashford Hospitality Trust, Inc., entered into the First Amendment (the “~~Company~~Amendment”) ~~issued~~to aSecond ~~press~~Consolidated, ~~release~~Amended ~~related~~and toRestated Hotel Master Management Agreement (the ~~matters~~“Original ~~herein~~Management Agreement”) with Remington Lodging & Hospitality, LLC (“Remington”). APursuant ~~copy~~to the Amendment, the amount of Group Services (as defined in the ~~press~~Original ~~release~~Management Agreement) charged per room per month at each hotel is ~~furnished~~capped asat ~~Exhibit~~$38.32 99(subject to annual increases beginning in 2026 equal to the greater of 3% or the percentage change in the Consumer Price Index over the preceding annual period) (the “Cap”).1 ~~hereto~~Any unpaid balance will be paid by Ashford TRS, and the Cap will be disregarded when calculating the Incentive Fee (as defined in the Original Management Agreement) for 2024. The Cap will not apply to hotels for whom the New Lessee (as defined in the Original Management Agreement) is ~~incorporated~~not bya ~~reference~~direct ~~herein~~or indirect wholly-owned subsidiary of Ashford TRS.

The ~~information~~foregoing ~~contained~~description inof ~~this Item 7.01 and~~ the ~~exhibit~~Amendment ~~hereto~~does ~~shall~~ not bepurport ~~deemed~~ to be ~~“filed”~~complete ~~for~~and ~~purposes~~is ofsubject ~~Section 18 of the Securities Exchange Act of 1934~~to, asand ~~amended~~qualified ~~(the~~in ~~“Exchange~~its ~~Act”)~~entirety, ~~and shall not be incorporated~~ by ~~reference~~the ~~into~~full ~~any~~text ~~filings~~of ~~made by~~ the ~~Company~~Amendment ~~under~~and the ~~Securities~~Original ~~Act~~Management ~~of 1933~~Agreement, aswhich ~~amended~~are ~~(the~~attached ~~“Securities~~hereto ~~Act”),~~as orExhibit 10.1 ~~the~~and ~~Exchange~~Exhibit ~~Act~~10.2, ~~except~~respectively, asand ~~may~~are beincorporated ~~expressly~~herein ~~set forth~~ by ~~specific~~ reference ~~in such filing~~.

ITEM 89.01 ~~OTHER~~ FINANCIAL ~~EVENTS~~STATEMENTS AND EXHIBITS

On July 29, 2024, in connection with its previously announced plan to withdraw and delist its common stock from trading on the NYSE American LLC stock exchange (the “NYSE American”) and deregister its common stock under the Exchange Act, the Company effected a 1-for-10,000 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) followed immediately by a 10,000-for-1 forward stock split of the Company’s common stock (the “Forward Stock Split,” together with the Reverse Stock Split, the “Transaction”), at 5:01 p.m. Eastern Time and 5:02 p.m. Eastern Time, respectively. Following the Transaction, there were 2,066,860 shares outstanding.

The NYSE American has filed with the Securities and Exchange Commission (the “SEC”) a Form 25 to effectuate the removal of the Company’s common stock from listing on the NYSE American and to deregister the common stock under Section 12(b) of the Exchange Act. As a result, Ashford common stock will no longer be listed on the NYSE American. The Company intends to terminate the registration of common stock under the Exchange Act and cease reporting as a public company.

The press release announcing the Board’s effectuation of the Transaction and deregistration of the Company’s common stock is filed as Exhibit 99.1 and is incorporated by reference herein.

For more information regarding the Company’s deregistration and delisting transaction, please refer to the definitive proxy statement on Schedule 14A filed with the SEC on June 21, 2024.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number Description

9910.1 ~~Press~~First ~~Release~~Amendment ofto ~~the~~Second ~~Company~~Consolidated, Amended and Restated Hotel Master Management Agreement by and between Ashford TRS Corporation and Remington Lodging & Hospitality, LLC, dated ~~July~~September 3111, 2024

~~104~~10.2 ~~Cover~~Second ~~Page~~Consolidated, ~~Interactive~~Amended ~~Data~~and ~~File~~Restated -Hotel ~~the~~Master ~~cover~~Management ~~page~~Agreement, ~~XBRL~~dated ~~tags~~as ~~are~~of ~~embedded~~March ~~within~~12, ~~the~~2024, ~~Inline~~by ~~XBRL~~and ~~document~~between Ashford TRS Corporation and Remington Lodging & Hospitality, LLC (incorporated by reference to Exhibit 10.73 of Form 10-K filed on March 27, 2024) (File No. 001-36400)

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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: September 12, 2024


			ASHFORD INC.

			By:			/s/ ALEX ROSE
						Alex Rose
						Executive Vice President, General Counsel & Secretary

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