Ashford Hospitality Trust Ends ATM Program, Secures $17M Fee Waiver

Ashford Hospitality Trust, Inc. (NYSE: AHT) terminated its at-the-market equity offering program and announced that its advisor, Ashford Inc., has agreed to waive approximately $17 million in advisory fees and commit to purchasing a fixed percentage of the company's common stock each quarter. The Dallas-based real estate investment trust confirmed these moves on October 20, 2026. These actions were approved by the independent members of the company's Board of Directors with the stated intent to strengthen liquidity and align the advisor's interests with those of its stockholders.

The fee waiver covers base and incentive advisory fees for the six-month period from November 2026 through April 2027. The company expects this irrevocable waiver to save approximately $17 million, which translates to roughly $2.60 per common share. The waived fees will not become payable at any future time.

Under a new share purchase agreement, Ashford Inc. has committed to buying common stock in the open market equal to 2.5% of the company's outstanding shares for each calendar quarter. This commitment begins with the quarter ended September 30, 2026. Based on approximately 6.47 million shares currently outstanding, the initial quarterly commitment equals about 162,000 shares. Ashford Inc. has until March 31, 2027, to complete purchases for that first quarter.

If Ashford Inc. fails to purchase the full committed amount within the six-month window following each quarter's end, it must provide a credit against future advisory fees. This credit is calculated at 150% of the volume-weighted average price of the common stock over that six-month period for every share not purchased. Amish Gupta, Vice Chairman and Lead Independent Director, noted that this structure ties the advisor's interests directly to common stockholders.

Ashford Inc. will execute these purchases using a trading plan designed to meet Rule 10b5-1 requirements under the Securities Exchange Act of 1934 or during open trading windows. The company will not issue or sell shares directly to Ashford Inc. under this agreement. The agreement is subject to ownership limits in the company's charter and rights agreement, and it has a term of up to three years, ending earlier if Ashford Inc. reaches those limits.

Additionally, Ashford Hospitality Trust terminated its equity distribution agreement with Virtu Americas LLC, dated April 11, 2022. As a result, the company no longer has an at-the-market program through which it could issue additional common stock.

Hector Sanchez, President of Ashford Inc., stated that the agreements put the firm's commitment to the trust's long-term success in concrete terms. The company will include additional information regarding these agreements in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.