ASHFORD HOSPITALITY TRUST INC 8-K

What Happened

• On March 27, 2026, Ashford Hospitality Trust, Inc. and related entities entered into a Fourth Amended and Restated Advisory Agreement with Ashford Inc. and Ashford Hospitality Advisors LLC. The amendment restates the prior agreement and changes key fee, termination and governance terms, and extends the initial term to December 31, 2055 (with two possible 20‑year extensions). The company filed the agreement as Exhibit 10.1 to its Form 8‑K.

Key Details

• Termination Fee: redefined as 30 years of Foregone Adjusted EBITDA, discounted at 2%.
• Change‑of‑Control mechanics: through Dec 31, 2026, an asset‑disposition breach that would otherwise trigger a Company Change of Control is delayed at least 6 months; thereafter the Advisor has 18 months to trigger a Change of Control, but only if Annualized Portfolio Cash Flow is below $65 million at the time.
• Fees and incentives: TMC component of the Net Asset Fee Adjustment can step down from 70 bps to 50 bps (≥$4B), 30 bps (≥$5B) or 0 bps (≥$6B); cap on peer outperformance incentive fee raised from 25% to 100%.
• Other material changes: Working Capital Reserve fixed at $20 million (previously $20M plus a % of asset value); minimum quarterly Tangible Net Worth reduced to $600 million (from $750M) plus 75% of net equity proceeds after 6/30/2023; removed Company’s ability to terminate the agreement for fraud; Advisor no longer required to reimburse costs related to Archie Bennett, Jr.; Company may now grant cash incentive awards (not just equity).

Why It Matters

• The amendment materially changes the economics and durability of the advisory relationship: a long potential term (to 2055), a large, formulaic termination fee (30 years of foregone EBITDA discounted), and modified incentive fee mechanics could affect the company’s future costs and the difficulty of replacing the Advisor.
• Changes to change‑of‑control timing and indemnities (including tax reimbursements by the Operating Partnership for certain advisor taxes since Jan 1, 2024) create new contingencies investors should note when assessing governance, potential liabilities and the company’s strategic flexibility.
• Investors should review the full agreement (Exhibit 10.1) for details on calculations and triggers, since these provisions determine fee exposure and the company’s ability to alter its adviser relationship.