Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2025 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 23, 2026.

Going Concern—The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2026, the Company held cash and cash equivalents of $79.8 million and restricted cash of $141.2 million (including amounts held for sale). During the three months ended March 31, 2026, the net increase in cash, cash equivalents and restricted cash (including cash, cash equivalents and restricted cash held for sale) was $4.6 million.

The Company forecasts it may not have enough cash to support the Company’s daily operations one year from the date the financial statements are issued due primarily to anticipated debt service costs, debt maturities and the potential termination fee the Company would owe to Ashford LLC upon the triggering of the change of control provision in the Advisory Agreement. We have $1.9 billion of non-recourse loans that mature within one year from the date the financial statements are issued. If our lenders elect not to refinance these loans and foreclose on these properties and the Company’s Annualized Portfolio Cash Flow (as defined in the Advisory Agreement) is below $65 million, the change of control provision in the Advisory Agreement could be triggered at Ashford LLC’s discretion within one year from the date the financial statements are issued, resulting in a termination fee. See discussion in note 13.

We are taking several steps to reduce our cash utilization and potentially raise additional capital. The Company’s ability to continue as a going concern is dependent upon its ability to improve the profitability of its operations, refinance or extend the maturity of our loans and increase our cash position from the sale of certain hotel properties. While the Company believes in the viability of its strategy, GAAP requires that in making this determination the Company cannot consider any remedies outside of the Company’s control which have not been fully implemented. As such, the Company could not consider future potential fundraising activities, whether through equity or debt offerings or dispositions of hotel properties as we could not conclude they were probable of being effectively implemented.

Based on these factors, the Company has determined that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Variable Interest Entities—Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including, but not limited to, operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly owned subsidiary, Ashford OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.

815 Commerce Managing Member, LLC (“815 Commerce MM”) is considered to be a VIE, as defined by authoritative accounting guidance. On May 31, 2023, Ashford Trust obtained the ability to exercise its kick-out rights of the manager of 815 Commerce MM, which developed the Le Méridien hotel in Fort Worth, Texas. As a result, Ashford Trust became the primary beneficiary and began consolidating 815 Commerce MM. During 2023, the Company entered into a loan agreement with the manager of 815 Commerce MM to satisfy a balancing deposit that was required by the property construction lender. As of March 31, 2026, the Company has funded $8.8 million.

Prior to September 2, 2025, the Company had a contribution agreement with Stirling REIT OP, LP (“Stirling OP”). Pursuant to the terms of the contribution agreement, the Company contributed its equity interests, and the associated debt and other obligations, in the Residence Inn Manchester, the Hampton Inn Buford, the SpringHill Suites Buford and the Residence Inn Jacksonville to Stirling OP in exchange for 1.4 million Class I units of Stirling OP. The Company determined Ashford Trust to be the primary beneficiary of Stirling OP in contemplation of: (1) the related party group comprising: (i) Ashford Trust and (ii) the stockholders who have control over the election or removal of the board of directors of Stirling Hotels & Resorts, Inc. (“Stirling Inc.”) who have power to direct the most significant activities of Stirling OP; and (2) the consideration that substantially all the economics are held by the Company through its equity interest, and substantially all of the activities are performed on the Company’s behalf. As such, the Company consolidated Stirling OP.

On September 2, 2025, the Company became the sole remaining unit holder and general partner of Stirling OP when Stirling OP redeemed all of its unit holders other than Ashford Trust OP and Ashford TRS for an aggregate of $685,000 in cash. The Company remains the primary beneficiary of Stirling OP and Stirling OP’s properties and debt continue to be reflected on the Company’s balance sheet at their historical carrying values as of March 31, 2026 and December 31, 2025.

During the year ended December 31, 2025, Ashford M Investor LLC (“Ashford Investor LLC”) issued preferred membership interests in the Renaissance Nashville in Nashville, Tennessee in return for $88.0 million. The preferred membership interests issued to the holder are classified as liabilities within “indebtedness, net” in the consolidated balance sheet and do not constitute equity at risk. Ashford Investor LLC is considered a VIE. Ashford Trust as managing member, has the power to direct the activities that most significantly impact Ashford Investor LLC’s economic performance, while the holder, as non‑managing member, holds participating rights over certain major decisions but does not have the ability to remove Ashford Trust without cause. Based on these factors, Ashford Trust is identified as the primary beneficiary and consolidates Ashford Investor LLC. See note 6.

Comparability—Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Property

Location

Type

Date

Courtyard Boston Downtown

Boston, MA

Disposition

January 10, 2025

Residence Inn Evansville

Evansville, IN

Disposition

August 11, 2025

Hilton NASA Clear Lake

Houston, TX

Disposition

August 22, 2025

Residence Inn San Diego

San Diego, CA

Disposition

October 15, 2025

Le Pavillon

New Orleans, LA

Disposition

December 18, 2025

Embassy Suites Houston

Houston, TX

Disposition

February 9, 2026

Embassy Suites Austin

Austin, TX

Disposition

February 17, 2026

Hilton St. Petersburg Bayfront

St. Petersburg, FL

Disposition

March 5, 2026

La Posada de Santa Fe

Santa Fe, NM

Disposition

March 17, 2026

Hilton Alexandria Old Town

Alexandria, VA

Disposition

March 31, 2026

Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Standards—In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses that requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the statement of operations.

In January 2025, the FASB issued ASU 2025-01 which amends the effective date of the new disaggregation of income statement expenses standard to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after Dec. 15, 2026, and interim periods within annual reporting periods beginning after Dec. 15, 2027. Early adoption is still permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.