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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): February 24, 2026

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
Preferred Stock Repurchase RightsNew York Stock Exchange


ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective February 24, 2026, Sonny Sra has retired from the Board of Directors (the “Board”) of Ashford Hospitality Trust, Inc. (the “Company”) due to health reasons. The Board thanks him for his dedicated service and contributions to the Company.

ITEM 5.03     AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On February 24, 2026, the Company, by resolution of the Board, adopted Amendment No. 9 to the Second Amended and Restated Bylaws of the Company (the “Bylaw Amendment”). The Bylaw Amendment reduced the quorum required solely for the 2026 annual meeting of the Company’s stockholders from a majority to at least one-third of all votes entitled to be cast at such meeting, as permitted under the Maryland General Corporation Law. Retail brokers have adopted policies whereby they will not cast discretionary votes (including auditor ratification) in the absence of retail shareholder instructions. The Company has seen a generally increasing number of retail holders become shareholders in the Company over the past several years as compared to historical levels. In order to ensure a sufficient quorum and allow the Company to hold the 2026 annual meeting, the Company is decreasing the quorum requirement solely for the 2026 annual meeting.

The Bylaw Amendment is effective as of February 24, 2026. The above description of the Bylaw Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Bylaw Amendment, which is attached hereto as Exhibit 3.1. The full text of the complete bylaws as amended is attached hereto as Exhibit 3.2.


ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits
Exhibit Number        Description

3.1    Amendment No. 9 to Second Amended and Restated Bylaws of Ashford Hospitality Trust, Inc., as amended, adopted February 24, 2026
3.2    Second Amended and Restated Bylaws, as amended by Amendment No. 1 on October 26, 2014, by Amendment No. 2 on October 19, 2015, by Amendment No. 3 on August 2, 2016, by Amendment No. 4 on March 17, 2022, by Amendment No. 5 on February 23, 2023, by Amendment No. 6 on August 8, 2023, by Amendment No. 7 on February 27, 2024, by Amendment No. 8 on February 25, 2025 and by Amendment No. 9 on February 24, 2026, adopted on February 24, 2026
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: February 24, 2026By:
/s/ Jim Plohg
Jim Plohg
Executive Vice President, General Counsel & Secretary