0001232582truePursuant to Item 9.01 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on June 27, 2024, for the event dated June 27, 2024, to include the pro forma financial information required by Item 9.01 (b) of Form 8-K.00012325822024-06-272024-06-270001232582us-gaap:CommonStockMember2024-06-272024-06-270001232582us-gaap:SeriesDPreferredStockMember2024-06-272024-06-270001232582us-gaap:SeriesFPreferredStockMember2024-06-272024-06-270001232582us-gaap:SeriesGPreferredStockMember2024-06-272024-06-270001232582us-gaap:SeriesHPreferredStockMember2024-06-272024-06-270001232582aht:SeriesIPreferredStockMember2024-06-272024-06-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 27, 2024
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland | | 001-31775 | | 86-1062192 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock | | AHT | | New York Stock Exchange |
Preferred Stock, Series D | | AHT-PD | | New York Stock Exchange |
Preferred Stock, Series F | | AHT-PF | | New York Stock Exchange |
Preferred Stock, Series G | | AHT-PG | | New York Stock Exchange |
Preferred Stock, Series H | | AHT-PH | | New York Stock Exchange |
Preferred Stock, Series I | | AHT-PI | | New York Stock Exchange |
EXPLANATORY NOTE: Pursuant to Item 9.01 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on June 27, 2024, for the event dated June 27, 2024, to include the pro forma financial information required by Item 9.01 (b) of Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2024 and for the year ended December 31, 2023, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
(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.
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| ASHFORD HOSPITALITY TRUST, INC. |
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Dated: July 2, 2024 | By: | /s/ Deric S. Eubanks |
| | Deric S. Eubanks |
| | Chief Financial Officer |