American Hospitality Properties REIT I and II: Chapter 11 on October 4, 2026, After About $86 Million Raised

On October 4, 2026 both American Hospitality Properties REITs and certain of their subsidiaries filed voluntary chapter 11 petitions in the Northern District of Texas. The companies said they continue to operate as debtors-in-possession.

The two REITs and the manager

Both companies are Delaware corporations at 14643 Dallas Parkway, Dallas, Texas, that sold common stock to the public under Regulation A, the exemption that lets a company sell up to a set amount to non-accredited investors after a lighter SEC review (see our guide to Reg A real estate offerings). Until May 2026 both were managed by Phoenix American Hospitality, LLC.

The SEC’s complaint adds that both were marketed as real estate investment trusts, “But REIT I has not yet qualified as a real estate investment trust for U.S. income tax purposes,” and says the same of REIT II.

What the SEC alleges

The SEC’s Litigation Release No. 26560 (June 5, 2026) announces a settled action against Phoenix American Hospitality, LLC (“PAH”) and its president for “allegedly making untrue statements to retail investors about the assets held by, and profitability of, two hotel-focused investment funds.” The 16-page complaint (Civil Action No. 3:26-cv-01846, filed June 4, 2026, Northern District of Texas, Dallas Division) is the source for the figures below. Everything in this section is an allegation, not a finding.

The litigation release adds that the defendants, without admitting the allegations, each consented to a final judgment, subject to court approval, permanently enjoining violations of the antifraud provisions (Securities Act Section 17(a), Exchange Act Section 10(b) and Rule 10b-5). If approved, PAH would pay a $591,127 civil penalty and the president a $118,225 penalty, with a five-year officer and director bar on the president; the two penalties total $709,352 (our arithmetic). The release says nothing about returning money to investors. We did not read the court’s docket, so we cannot say whether the judgments have been entered; a secondary source reported that they were, which we have not verified from the court.

What the REITs’ own filings show

The companies’ SEC filings are a second source, and they were written by the companies. Set side by side they show how little there was on the balance sheet next to the marketing.

Two cautions on reading these. The REIT I filings are for 2021 and the first half of 2022, so they tell us nothing about the $56.6 million the SEC says was raised in the following two years. And the numbers are those of the companies, filed late in REIT I’s case (below), and in REIT II’s case unaudited for the first half of 2024.

REIT II also published a net asset value. A Form 1-U dated June 4, 2024 set it at $10.50 per share as of June 1, 2024, from an estimated March 31, 2024 balance sheet with total assets of $19,843 thousand, 1,889,903 shares and an accumulated deficit shown as zero. The June 30, 2024 financial statements show an accumulated deficit of $5,287,077. The two documents are dated three months apart and use different bases (an estimated fair-value NAV against GAAP statements), so we do not read one as correcting the other. No later NAV is on EDGAR.

The filing gaps

The SEC’s case is about what investors were told. EDGAR shows what investors were not told afterwards.

From the distribution pause on July 15, 2024 to the petition is 811 days, and from the SEC complaint to the petition 122 days (our arithmetic). In that long gap, the filings do not tell us how much cash the funds had, what the loans on the hotels looked like, or what the properties were worth.

The hotels and the debt

The one asset the filings describe in detail is a seven-hotel portfolio bought on January 31, 2024 by a joint venture of the two REITs from an unrelated seller. The REIT II 1-SA gives these terms:

A joint venture holding about $61 million of secured debt against a stated price of about $90.7 million is the kind of structure in which lenders are paid before shareholders of the REITs that own the equity. That is a general point about how debt ranks, not a statement about this case; the 1-Us do not say whether the loans are in default, what the plan will propose or what the hotels are worth in 2026. The May 2026 1-U says the hotels continue to be run under hotel management agreements with an affiliate of Phoenix American Hospitality.

What the filings do not tell us

• The docket. The 1-Us send readers to the claims agent at omniagentsolutions.com/AHPREIT for court filings; the site did not load for us, and we could not read the docket. We cannot give you a claims bar date, a hearing date, a lender list, a sale process or a plan. Check them there and on PACER before you rely on any date.
• The number of debtors. The 1-Us say “certain of its subsidiaries” without a count.
• Shareholder treatment. Neither 1-U says whether equity is expected to receive anything. In bankruptcy, equity ranks behind creditors in general; whether that matters here depends on the plan and on the value of the hotels, which no document we read states.
• The amount of shareholder money lost. The SEC figures are what was raised, not what remains. We found no valuation of either REIT after June 2024.

What a reader can do with this

1. Gather your own papers: subscription agreement, statements, the monthly distribution notices and any tax form. The SEC figures say about 3.1 million REIT II shares and about 6 million REIT I shares were issued to the investors counted; your records are what establish your position.
2. Read the two 1-Us and the claims agent site named in them, and file any claim or notice the court process asks you to. Missing a deadline in a bankruptcy is hard to undo, and we do not have the dates.
3. Understand how the distributions were taxed. The complaint alleges the distributions were mostly returns of investor capital; our REIT distributions and return-of-capital guide explains how a return of capital reduces basis. What you were sent on your own Form 1099-DIV is what counts.
4. Know the loss rules before you act. A security is only treated as worthless when identifiable events fix the loss, and a bankruptcy filing alone does not settle that. Our worthless stock deduction guide and tax-loss guide for illiquid real estate set out the rules; a tax adviser applies them to your facts.
5. Compare with another Texas case. Silver Star Properties REIT is a non-traded REIT in Chapter 11 in the same federal district and shows how a bankruptcy and a stop in SEC reporting run side by side.

FAQ

All figures come from documents read on November 2, 2026: the SEC’s Litigation Release No. 26560 (June 5, 2026) and its complaint in SEC v. Phoenix American Hospitality, LLC, No. 3:26-cv-01846 (N.D. Tex., filed June 4, 2026); American Hospitality Properties REIT, Inc.’s Forms 1-U of October 8, 2026 (0001493152-26-046292) and May 20, 2026 (0001493152-26-024576), Form 1-K for fiscal 2021 (0001493152-23-007866) and Form 1-SA for June 30, 2022 (0001493152-23-008211); American Hospitality Properties REIT II, Inc.’s Forms 1-U of October 8, 2026 (0001493152-26-046291), May 20, 2026 (0001493152-26-024580), April 7, 2025 (0001641172-25-002945), July 19, 2024 (0001493152-24-028462), July 25, 2024 (0001493152-24-029032) and June 4, 2024 (0001493152-24-022500), Form 1-K for fiscal 2023 (0001493152-24-017114) and Form 1-SA for June 30, 2024 (0001493152-24-038058); the SEC’s order of December 30, 2022 on File No. 024-10999 (EDGAR 9999999997-22-005079); and the EDGAR filing indexes for CIK 1759214 and CIK 1977210. Percentages, penalty totals, day counts and room totals are our arithmetic. We did not read the bankruptcy court docket. This is analysis of public documents, not investment, legal or tax advice.