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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): January 25, 2024

ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland001-3177586-1062192
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway, Suite 1200
Dallas
Texas75254
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockAHTNew York Stock Exchange
Preferred Stock, Series DAHT-PDNew York Stock Exchange
Preferred Stock, Series FAHT-PFNew York Stock Exchange
Preferred Stock, Series GAHT-PGNew York Stock Exchange
Preferred Stock, Series HAHT-PHNew York Stock Exchange
Preferred Stock, Series IAHT-PINew York Stock Exchange


ITEM 7.01 REGULATION FD DISCLOSURE.
On January 25, 2024, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) announced certain tax reporting information related to its 2023 preferred dividends. A copy of the press release is attached hereto as Exhibit 99.1.
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 (formatted in Inline XBRL and contained in Exhibit 101)




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.



ASHFORD HOSPITALITY TRUST, INC.
Dated: January 25, 2024By:/s/ Alex Rose
Alex Rose
Executive Vice President, General Counsel & Secretary





EXHIBIT 99.1

trustdividendimagea28.gif

NEWS RELEASE


Contact:Deric EubanksJordan JenningsJoseph Calabrese
Chief Financial OfficerInvestor RelationsFinancial Relations Board
(972) 490-9600(972) 778-9487(212) 827-3772


ASHFORD HOSPITALITY TRUST ANNOUNCES TAX REPORTING INFORMATION FOR 2023 PREFERRED SHARE DISTRIBUTIONS


DALLAS, January 25, 2024 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) today announced the tax reporting (Federal Form 1099-DIV) information for the 2023 distributions on its Series D, F, G, H, I, J and K preferred shares.
The amounts below represent the income tax treatment applicable to each distribution that is reportable in 2023. The preferred distributions that the Company paid on January 17, 2023 to stockholders of record as of December 30, 2022 are reportable in 2023. The preferred distributions that the Company paid on January 16, 2024 to stockholders of record as of December 29, 2023 will be reportable in 2024.
The income tax treatment for the 2023 distributions for Ashford Hospitality Trust, Inc. Series D Cumulative Preferred Stock CUSIP #044103406 traded on the NYSE under ticker symbol “AHTPrD” is as follows:
Distribution Type
Distributions Per ShareOrdinary Taxable DividendSection 199A DividendCapital Gain DistributionReturn of Capital
Total Cash Per Share$2.1125000$0.0000000$0.0000000$0.0000000$2.1125000
Percent100%0%0%0%100%





The income tax treatment for the 2023 distributions for Ashford Hospitality Trust, Inc. Series F Cumulative Preferred Stock CUSIP #044103604 traded on the NYSE under ticker symbol “AHTPrF” is as follows:
Distribution Type
Distributions Per ShareOrdinary Taxable DividendSection 199A DividendCapital Gain DistributionReturn of Capital
Total Cash Per Share$1.8438000$0.0000000$0.0000000$0.0000000$1.8438000
Percent100%0%0%0%100%

The income tax treatment for the 2023 distributions for Ashford Hospitality Trust, Inc. Series G Cumulative Preferred Stock CUSIP #044103703 traded on the NYSE under ticker symbol “AHTPrG” is as follows:
Distribution Type
Distributions Per ShareOrdinary Taxable DividendSection 199A DividendCapital Gain DistributionReturn of Capital
Total Cash Per Share$1.8438000$0.0000000$0.0000000$0.0000000$1.8438000
Percent100%0%0%0%100%

The income tax treatment for the 2023 distributions for Ashford Hospitality Trust, Inc. Series H Cumulative Preferred Stock CUSIP #044103802 traded on the NYSE under ticker symbol “AHTPrH” is as follows:
Distribution Type
Distributions Per ShareOrdinary Taxable DividendSection 199A DividendCapital Gain DistributionReturn of Capital
Total Cash Per Share$1.8750000$0.0000000$0.0000000$0.0000000$1.8750000
Percent100%0%0%0%100%

The income tax treatment for the 2023 distributions for Ashford Hospitality Trust, Inc. Series I Cumulative Preferred Stock CUSIP #044103885 traded on the NYSE under ticker symbol “AHTPrI” is as follows:
Distribution Type
Distributions Per ShareOrdinary Taxable DividendSection 199A DividendCapital Gain DistributionReturn of Capital
Total Cash Per Share$1.8750000$0.0000000$0.0000000$0.0000000$1.8750000
Percent100%0%0%0%100%
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The income tax treatment for the 2023 distributions for Ashford Hospitality Trust, Inc. Series J Preferred Stock (CUSIPs #04410A863, 04410A798, 04410A723, 04410A657 and 04410A574) is as follows:
Distribution Type
Distributions Per ShareOrdinary Taxable DividendSection 199A DividendCapital Gain DistributionReturn of Capital
Total Cash Per Share$1.9997600$0.0000000$0.0000000$0.0000000$1.9997600
Percent100%0%0%0%100%

Distributions Per Share reflects the annual rate per share for distributions reportable in 2023.
The income tax treatment for the 2023 distributions for Ashford Hospitality Trust, Inc. Series K Preferred Stock (CUSIP #04410D867) is as follows:
Distribution Type
Distributions Per ShareOrdinary Taxable DividendSection 199A DividendCapital Gain DistributionReturn of Capital
Total Cash Per Share$2.0540200$0.0000000$0.0000000$0.0000000$2.0540200
Percent100%0%0%0%100%
The income tax treatment for the 2023 distributions for Ashford Hospitality Trust, Inc. Series K Preferred Stock (CUSIPs #04410D792, 04410D727, 04410D651, and 04410D578) is as follows:
Distribution Type
Distributions Per ShareOrdinary Taxable DividendSection 199A DividendCapital Gain DistributionReturn of Capital
Total Cash Per Share$1.8790400$0.0000000$0.0000000$0.0000000$1.8790400
Percent100%0%0%0%100%
Distributions Per Share reflects the annual rate per share for distributions reportable in 2023.
In accordance with IRS Code Section 6045B, the Company will post Form 8937, Report of Organizational Actions Affecting Basis of Securities, which may be found in the Corporate Actions section of the Company's website. This form provides detailed information on the return of capital amount of the preferred share distributions.
3

The Company encourages stockholders to consult with their own tax advisors with respect to the federal, state and local, and foreign income tax effects of these dividends.
* * * * *
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.
Forward-Looking Statements
Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Trust’s control.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: our ability to repay, refinance, or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission.
The forward-looking statements included in this press release are only made as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.
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Document and Entity Information
Jan. 25, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 25, 2024
Entity Registrant Name ASHFORD HOSPITALITY TRUST, INC.
Entity Central Index Key 0001232582
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Entity Incorporation, State or Country Code MD
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Entity Address, Address Line One 14185 Dallas Parkway, Suite 1200
Entity Address, City or Town Dallas
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Entity Address, Postal Zip Code 75254
City Area Code 972
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Entity Information [Line Items]  
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Trading Symbol AHT
Security Exchange Name NYSE
Preferred Stock, Series D  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock, Series D
Trading Symbol AHT-PD
Security Exchange Name NYSE
Preferred Stock, Series F  
Entity Information [Line Items]  
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Trading Symbol AHT-PF
Security Exchange Name NYSE
Preferred Stock, Series G  
Entity Information [Line Items]  
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Security Exchange Name NYSE
Preferred Stock, Series H  
Entity Information [Line Items]  
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Security Exchange Name NYSE
Preferred Stock, Series I  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock, Series I
Trading Symbol AHT-PI
Security Exchange Name NYSE
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