Ashford Hospitality Trust (AHT) in 2026: Preferred Dividends Suspended, Series J and K Redemptions Frozen, Going-Concern Doubt

What is going on with Ashford Hospitality Trust

Ashford Hospitality Trust owns upper-upscale, full-service hotels. It does not employ anyone: the Q2 2026 10-Q says “We do not have any employees,” and every service is provided by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc. Its chairman, Monty J. Bennett, is also chairman and chief executive of Ashford Inc. A subsidiary of Ashford Inc., Remington, manages 36 of its 53 hotels.

The company entered 2026 with 68 consolidated hotels, about $2.56 billion of mortgage debt, a stockholders' deficit and a going-concern warning in its annual report. The past ten months, in the order the filings record them:

The common stock pays nothing. The 10-K says Ashford did not declare or pay common dividends in 2025, and the 10-Q says it does not expect to pay any in 2026. The stock has been reverse split twice, 1-for-10 on July 15, 2020 and 1-for-10 on October 25, 2024, so one share held before 2020 is a hundredth of a share today (our arithmetic). There were 6,469,814 common shares on August 10, 2026, about 18% more than the roughly 5.5 million left right after the 2024 split (our arithmetic); part of the increase came from paying preferred redemptions in stock.

The non-traded preferred: what was sold and what holders are owed

The search “Ashford Hospitality Trust preferred stock” mixes two different things. Series D, F, G, H and I trade on the NYSE. Series J, K, L and M were sold to individual investors by brokers, never listed, and the 424B3 supplement of December 9, 2025 says plainly: “There is no public trading market for the Preferred Stock offered in this offering.”

One correction to a common description: the broker-dealer that ran these offerings, Ashford Securities LLC, belongs to Ashford Inc., the advisor, not to Ashford Hospitality Trust. Ashford Trust paid toward its costs (about $17.0 million funded through June 30, 2026), and since December 9, 2025 Ashford Securities is being wound down as a FINRA member broker-dealer under a cost-sharing agreement with Ashford Inc. and Braemar Hotels & Resorts.

At $25 a share, the four series carry $192.1 million (J), $18.3 million (K), $6.0 million (L) and $13.8 million (M) of stated value, $230.1 million in all, and their combined arrears at June 30, 2026 were $9.2 million (our arithmetic from the share counts and the 10-Q's arrears table). Series J alone accrues about $1.28 million a month of unpaid dividends at 8% (our arithmetic). The dividends declared for December 31, 2025 that were never paid sit separately on the balance sheet, inside $4.2 million of “dividends and distributions payable.” For context, Series J was the large one: the 10-K shows $75.8 million of net proceeds in 2023, $74.9 million in 2024 and $19.9 million in the first quarter of 2025, when the offering closed.

Three terms in the articles supplementary matter more than the dividend rate today:

• The holder's redemption right is suspended, and when it worked it could be paid in stock. Each share is redeemable at the holder's option at $25 plus accrued dividends, less the fee in the table, but the company “has the right, in its sole discretion, to redeem the shares in cash or in shares of common stock,” priced at the prior day's close.
• Arrears for 18 monthly periods give a vote. If dividends on a series are in arrears for 18 or more monthly periods, consecutive or not, the board grows by two directors elected by those holders voting with the other parity preferred. Counting from the unpaid December 2025 dividend, that threshold would arrive around mid-2027 if nothing is paid (our arithmetic; the filings do not give a date).
• A sale of the company changes the math. On a change of control the company may redeem the shares within 120 days at $25 plus accrued dividends and “must pay the redemption price in cash.”

Why redemptions in common stock matter to a J or K holder

Before December 2025, redemptions were honored, but in common stock. The 10-K shows that in 2025 the company redeemed 155,000 Series J shares for $3.65 million after fees and issued 586,000 common shares to do it, and redeemed 38,000 Series K shares for 155,000 common shares. That works out to roughly $6.23 of redemption value per common share issued on Series J (our arithmetic). A holder who redeemed got stock in a company with a going-concern warning, and every holder who stayed was diluted.

The scale of that overhang shows up in the company's own earnings-per-share math. To compute Q2 2026 diluted EPS, the 10-Q assumes the redeemable preferred converts into 71.0 million common shares (59.3 million for J, 5.6 million for K, 1.8 million for L, 4.3 million for M), against 6.4 million basic weighted shares (our sum and ratio: about eleven times). That is why Q2 net income to common of $120.7 million was $18.73 a share basic but $1.62 diluted. It is an accounting assumption, not a forecast, but it describes what full redemption in stock at recent prices would do to the common.

Where the preferred ranks against the debt

All preferred series, listed and non-traded, rank equally with one another and, in the 10-Q's words, “junior to future senior securities and to all of the Company's existing and future indebtedness.” The debt is all at the property level and non-recourse, and the company says it “has no indebtedness at the parent” level, so lenders' recourse is the hotels themselves. That does not help the preferred: every dollar of hotel value goes to the mortgage first.

On the balance sheet, total stockholders' equity of the company was a deficit of $570.9 million at June 30, 2026, and the non-traded preferred sits in mezzanine equity at its $226.2 million redemption value (our sum). Book value uses depreciated cost, so it understates hotels bought years ago. The other view is Stanger's: in the valuation it delivered as of December 31, 2025 for brokerage statements, appraisal-based equity “exceeded the total liquidation preference for all of our outstanding preferred securities,” and each non-traded share was valued at $25.00. Stanger also disclosed that it has consulted for Ashford Securities since 2019, and that the company “did not make any adjustments” for anything after December 31, 2025.

The debt: one CMBS default, one refinancing, hotels with receivers

The loan schedule in the Q2 2026 10-Q is the page a preferred holder should read first, because maturities drive the going-concern conclusion.

The JPM8 loan was originally $395 million in 2018 and was extended six times. Under the sixth extension the borrowers had to make a required debt-yield principal payment, pay an amount the loan agreement calls the Extension DI and deliver a replacement interest-rate cap by February 9, 2026; they did not, and the trustee of J.P. Morgan Chase Commercial Mortgage Securities Trust 2018-ASH8 demanded the full $325,000,000. The collateral is the Embassy Suites in Portland, Crystal City, Orlando and Santa Clara, La Concha Key West, Hilton Costa Mesa, Sheraton Minneapolis and the Historic Inns of Annapolis. The 8-K says the default does not cross-default other loans.

Ashford has already handed hotels back this way. The 14 hotels of the KEYS Pool A and B loans went to a court-appointed receiver on March 1, 2024 and have been sold off one by one, most recently in July and August 2026; the Hilton Santa Cruz Scotts Valley followed on June 1, 2026. Those loans still count as $274.0 million of “debt associated with hotels in receivership” until lenders sign a final release.

The improvement is real too. The $945.2 million of loans maturing within a year in the 10-Q compares with $1.9 billion in the 10-K five months earlier, and the company reports total debt down $599.5 million, or 23.3%, in the first half. The Highland refinancing removed what management called the “final remaining 2026 maturity.” But 94% of the debt is floating-rate at a blended 8.2%, and the August release says “the path of interest rates continues to work against us.”

Eighteen hotel sales in 2026

Ashford is shrinking to pay lenders. From 68 consolidated hotels at December 31, 2025 it was down to 53 at June 30, 2026, and four more sales closed by September 25, which leaves 49 if nothing else changed (our arithmetic).

The 18 closings of 2026 add up to $769.6 million of headline prices (our sum). A sale of the Embassy Suites Philadelphia for $26.0 million was signed on July 27, 2026; we found no closing 8-K through October 8. Some prices were low: the company's own release put the Houston and Austin sales at a 2.7% capitalization rate on net operating income. And the cash went where the August release says it had to go: “We have been required to apply the majority of sale proceeds to retire mortgage debt that is senior to the preferred.”

The sales also flatter the income statement. Q2 2026 net income came mostly from a $150.0 million gain on disposition; operations produced $22.1 million of cash in the first half and Adjusted FFO was $17.4 million in the quarter. The preferred dividends that are not being paid, $2.7 million on the listed series and $4.6 million of “deemed dividends” on the non-traded ones per quarter in the EPS note, add up to about $29.3 million a year (our arithmetic).

Ashford Inc.: the advisor, its fees and a contract to 2055

Ashford Trust pays Ashford LLC a base fee of 0.70% a year of “Total Market Capitalization,” subject to a minimum, plus an incentive fee and reimbursed expenses. Advisory fees were $48.4 million in 2025, of which $32.9 million was the base fee, and $34.2 million in the first half of 2026, up 49% (our arithmetic) because reimbursable expenses rose from $6.5 million to $17.4 million.

On March 27, 2026, while preferred dividends and redemptions were suspended, the company signed the Fourth Amended and Restated Advisory Agreement. Per the 8-K filed March 30:

• The initial term now runs to December 31, 2055, with two possible 20-year extensions.
• The termination fee on a termination without cause or a change of control is “thirty (30) years of Foregone Adjusted EBITDA,” discounted at 2%.
• Through December 31, 2026, if asset sales breach the disposition limits that would count as a change of control, the change of control is not automatic for at least six months, after which Ashford Inc. has 18 months to trigger it, provided Annualized Portfolio Cash Flow is below $65 million.
• The agreement adds a tax indemnity in Ashford Inc.'s favor for asset sales since January 1, 2024 (accrued at $12.0 million at June 30, 2026), raises the cap on the peer-outperformance incentive fee from 25% to 100%, lowers the tangible net worth covenant to $600 million, and removes the company's ability to terminate the agreement for fraud.

This is why the going-concern note mentions Ashford Inc. by name: the company forecasts it may lack cash in part because of “the potential termination fee the Company would owe to Ashford LLC upon the triggering of the change of control provision.” Separately, in December 2025 the company agreed to pay its CEO, Stephen Zsigray, retention payments of $354,166.67 a month from April 2026 to March 2029, $12.75 million in all (our arithmetic), and Ashford LLC committed a $40 million promissory-note facility, undrawn at June 30, 2026.

The listed preferreds and the common

The listed series are cumulative and rank equal to J, K, L and M. Their holders can sell on the NYSE; non-traded holders cannot. The common has 263 registered holders of record, and the 10-K put the non-affiliate float at $35.2 million on June 30, 2025. The Q2 10-Q added a risk factor that the stock may not meet NYSE continued-listing standards, and that a delisting could “impair the ability of holders of our preferred stock to convert or redeem” into common at the intended economics.

What a Series J or K holder can do with this

The facts as of October 8, 2026: you cannot redeem, there is no market, dividends are accruing but not paid, and the company says it intends to resume “when conditions allow.” What is in your control:

1. Read your statement against the filings. Your broker likely shows $25.00 a share, which is Stanger's December 31, 2025 liquidation value. It is not a price anyone has offered, and it predates the 2026 sales and the JPM8 default. Your arrears at June 30, 2026 were $1.00 a Series J share or $1.04 a Series K share, plus the unpaid December 2025 dividend.
2. Know what “redemption” would pay. If redemptions restart, the company can pay in common stock at the prior day's close, and a holder still inside the fee window pays 8% or 5% (J, L) or 1.5% (K, M) of $25.
3. Watch the three dates that move your outcome. The February and March 2027 maturities ($507.8 million and $143.5 million at June 30), the JPM8 resolution, and any special-committee outcome. A change of control would oblige a cash redemption at $25 plus accrued if the company calls the shares, but the advisor's termination fee and all debt come first.
4. Count to 18. If arrears reach 18 monthly periods, J, K, L and M holders, voting with the listed preferred, can elect two directors.
5. Be careful with unsolicited offers. Non-traded shares with frozen redemptions can attract unsolicited discounted offers; compare any bid with the filings first. Our redemption suspension tracker and the MacKenzie Realty Capital preferred case show how these situations have gone elsewhere.

Our read. The filings describe a company that is doing what its lenders need: selling hotels, cutting debt by about a quarter and refinancing its biggest pool. That protects the equity cushion under the preferred, which is the company's own argument. But every 2026 dollar so far has gone to senior debt, the advisor's contract was extended and strengthened in the middle of the suspension, and the company still says there is substantial doubt it can continue as a going concern. For a six-figure Series J position, the question is no longer the 8% yield but the recovery and the timing, and that is a planning question, not a trading one.

For how advisory fees work if you hire one for an illiquid position, see what a financial advisor costs for real estate investments. Another hotel vehicle sold to individual investors, with its own reporting problems, is covered in our Lodging Fund REIT III page.

FAQ

Sources, read on October 8, 2026: Ashford Hospitality Trust, Inc., SEC CIK 1232582. Form 10-Q for the quarter ended June 30, 2026, filed August 12, 2026 (accession 0001232582-26-000183), and the Q2 2026 earnings release (8-K, 0001232582-26-000181); Form 10-K for 2025, filed March 23, 2026 (0001232582-26-000067); 8-K of December 9, 2025 (0001104659-25-119657) and Prospectus Supplement No. 13 of the same date (0001104659-25-119661); 8-K of December 16, 2025 on the rights plan (0001104659-25-121398); 8-K of December 30, 2025 on the advisory extension (0001232582-25-000187); January 13, 2026 press release (0001232582-26-000002); JPM8 default 8-K (0001232582-26-000015); February 24 and April 9, 2026 sales releases (0001232582-26-000027, 0001232582-26-000096); Stanger valuation 8-K (0001232582-26-000070); Fourth Amended and Restated Advisory Agreement 8-K (0001232582-26-000076); the Series J/K prospectus of May 5, 2022 (0001104659-22-056200) and the Series L/M prospectus of February 7, 2025 (0001104659-25-010565) with the January 28, 2025 8-K (0001104659-25-006692); reverse-split 8-Ks of July 1, 2020 (0001232582-20-000039) and October 25, 2024 (0001232582-24-000135); and 19 hotel-sale 8-Ks from December 23, 2025 to October 1, 2026 (accessions in the CSV). Sums, per-share figures, ratios and the 18-month estimate are our arithmetic. The advisor match above is a paid referral, disclosed in the box. This is analysis of public documents, not investment, legal or tax advice.