Ashford Hospitality Trust Signs Share Purchase Pact, Ends At-the-Market Program

What happened

Ashford Hospitality Trust, Inc., a Dallas-based real estate investment trust that owns hotels, filed a Form 8-K with the Securities and Exchange Commission on Oct. 21, 2026, describing three agreements dated Oct. 20.

Under a Share Purchase Agreement, Ashford Inc. — the company's advisor — agreed to buy, in each calendar quarter beginning with the quarter ended Sept. 30, 2026, a number of common shares equal to 2.5% of Ashford Trust's shares outstanding on the last day of that quarter. The purchases are to be made in the open market, either under a trading plan intended to comply with SEC Rule 10b5-1 or during an open trading window when the buyer is not aware of material non-public information.

Separately, Ashford Inc. agreed to waive the advisory fees Ashford Trust would otherwise owe for the six months from Oct. 20, 2026 through April 20, 2027. The filing says the waived fees will not accrue or become payable later, but that future fee calculations will be made as if the waived fees had been paid.

The company also terminated its Equity Distribution Agreement with Virtu Americas LLC as agent, effective at the close of business on Oct. 20, 2026. That agreement had allowed Ashford Trust to sell up to $100 million of common stock from time to time in an at-the-market program.

The filing states that Ashford Trust issued a press release on Oct. 20 about the fee waiver and the share purchase agreement. The filing does not state why the parties entered into these agreements or why the at-the-market program was terminated.

The filing

The Form 8-K reports the events under Items 1.01 (entry into a material definitive agreement), 1.02 (termination of a material definitive agreement), 7.01 (Regulation FD disclosure) and 9.01 (exhibits).

A Form 8-K is a current report that a public company must file with the SEC, generally within four business days, when certain significant events occur. Item 1.01 covers new material contracts and Item 1.02 covers the end of material contracts.

The full Share Purchase Agreement, the fee waiver and the press release are filed as exhibits 10.1, 10.2 and 99.1.

Price and volume

Ashford Trust shares closed at $2.48 on the event date, up 38.55% from the prior close of $1.79, according to the price data. Volume was 25,811,010 shares against an average of 27,712 — roughly 931 times the average.

The data do not identify what drove the move, and the filing does not discuss the share price.

What this means

Ashford Trust is externally advised: rather than employing its own management team, it pays Ashford Inc. advisory fees under an Advisory Agreement dated March 27, 2026. That structure is why the same counterparty appears twice in this filing — once as the buyer of stock and once as the party forgiving six months of fees.

The share purchase commitment is a formula rather than a fixed number. Each quarter, Ashford Inc. must buy 2.5% of whatever the share count is on the quarter's last day, so the dollar amount depends on the share price at the time. The agreement has ceilings: Ashford Inc. cannot buy a stake that would breach the company's charter ownership limit or its rights agreement limit, or that would be expected to trigger an ownership change under Section 382 of the Internal Revenue Code — a rule that restricts how much a company's accrued tax losses can be used after large ownership shifts. If it falls short within six months, it owes the company a credit against advisory fees equal to the shortfall shares times 150% of the volume-weighted average price, and the filing says that credit is the company's only remedy for a shortfall.

The at-the-market program being terminated is a common way small public companies raise cash: shares are sold gradually into the normal trading market through an agent, at prevailing prices, rather than in a single underwritten offering. Ending it removes that method of issuing new stock, though the filing gives no reason.

The fee waiver lasts six months and is not deferred — the money is forgone rather than pushed into later periods. The filing specifies that fee formulas after the waiver period will be computed as if the fees had been paid, so the waiver does not reduce the company's future fee base.

The agreements end automatically at the earliest of several dates, including the third anniversary, the date Ashford Inc. reaches an ownership limit, a delisting from the NYSE, a change of control of either company, or the date neither Ashford Inc. nor its subsidiaries serves as the company's advisor.