Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-259427
Prospectus Supplement No. 5
(To Prospectus dated September 29, 2021 as amended by
Prospectus Supplement No. 1 dated October 5, 2021
Prospectus Supplement No. 2 dated October 12, 2021
Prospectus Supplement No. 3 dated October 13, 2021 and
Prospectus Supplement No. 4 dated October 26, 2021)

IMAGE_0A.JPG

ASHFORD HOSPITALITY TRUST, INC.
This is Prospectus Supplement No. 4 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2021, as amended by Prospectus Supplement No. 1, dated October 5, 2021, Prospectus Supplement No. 2, dated October 12, 2021, Prospectus Supplement No. 3, dated October 13, 2021, and Prospectus Supplement No. 4, dated October 26, 2021 (the “Prospectus”), relating to the offer and sale of up to 6,040,888 shares of common stock, par value $0.01 (“Common Stock”), of Ashford Hospitality Trust, Inc. (the “Company”), by M3A LP. Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus.
We have attached to this Prospectus Supplement our quarterly report on Form 10-Q filed November 8, 2021. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.
Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 15 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is November 8, 2021.




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended September 30, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from ________________ to ________________

Commission file number: 001-31775

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland 86-1062192
(State or other jurisdiction of incorporation or organization) (IRS employer identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas 75254
(Address of principal executive offices) (Zip code)

(972) 490-9600
(Registrant’s telephone number, including area code)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No
    Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock AHT New York Stock Exchange
Preferred Stock, Series D AHT-PD New York Stock Exchange
Preferred Stock, Series F AHT-PF New York Stock Exchange
Preferred Stock, Series G AHT-PG New York Stock Exchange
Preferred Stock, Series H AHT-PH New York Stock Exchange
Preferred Stock, Series I AHT-PI New York Stock Exchange
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, $0.01 par value per share 33,855,495
(Class)
Outstanding at November 4, 2021




ASHFORD HOSPITALITY TRUST, INC.
FORM 10-Q
FOR THE QUARTER ENDED September 30, 2021
TABLE OF CONTENTS


ITEM 1. FINANCIAL STATEMENTS (unaudited)
ITEM 1. LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURES



PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts)
September 30, 2021 December 31, 2020
ASSETS
Investments in hotel properties, net $ 3,259,168  $ 3,426,982 
Cash and cash equivalents 672,961  92,905 
Restricted cash 84,985  74,408 
Accounts receivable, net of allowance of $521 and $441, respectively
38,284  21,760 
Inventories 2,958  2,447 
Notes receivable, net 8,642  8,263 
Investment in unconsolidated entity 2,638  2,811 
Deferred costs, net 5,735  1,851 
Prepaid expenses 15,554  18,401 
Derivative assets 71  263 
Operating lease right-of-use assets 44,471  45,008 
Other assets 20,245  23,303 
Intangible assets 797  797 
Due from Ashford Inc., net 1,264  — 
Due from related parties, net 7,319  5,801 
Due from third-party hotel managers 24,077  9,383 
Total assets $ 4,189,169  $ 3,734,383 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net $ 3,918,639  $ 3,728,911 
Accounts payable and accrued expenses 118,267  99,954 
Accrued interest payable 16,964  98,685 
Dividends and distributions payable 236  868 
Due to Ashford Inc., net —  13,383 
Due to related parties, net 800  — 
Due to third-party hotel managers 958  184 
Intangible liabilities, net 2,197  2,257 
Operating lease liabilities 44,948  45,309 
Other liabilities 4,958  5,336 
Total liabilities 4,107,967  3,994,887 
Commitments and contingencies (note 16)
Redeemable noncontrolling interests in operating partnership 23,133  22,951 
Equity (deficit):
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
Series D Cumulative Preferred Stock, 1,271,231 and 1,791,461 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
13  18 
Series F Cumulative Preferred Stock, 1,379,044 and 2,891,440 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
14  29 
Series G Cumulative Preferred Stock, 1,721,170 and 4,422,623 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
17  44 
Series H Cumulative Preferred Stock, 1,353,415 and 2,668,637 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
13  27 
Series I Cumulative Preferred Stock, 1,271,923 and 3,391,349 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
13  34 
Common stock, $0.01 par value, 400,000,000 shares authorized, 32,557,527 and 6,436,250 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
326  64 
Additional paid-in capital 2,362,080  1,809,455 
Accumulated deficit (2,304,489) (2,093,292)
Total stockholders’ equity (deficit) of the Company 57,987  (283,621)
Noncontrolling interest in consolidated entities 82  166 
Total equity (deficit) 58,069  (283,455)
Total liabilities and equity/deficit $ 4,189,169  $ 3,734,383 
See Notes to Consolidated Financial Statements.
2

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
REVENUE
Rooms
$ 202,119  $ 79,599  $ 459,264  $ 332,845 
Food and beverage
29,744  5,000  57,487  54,147 
Other hotel revenue
14,944  8,111  38,358  29,612 
Total hotel revenue
246,807  92,710  555,109  416,604 
Other
627  333  1,567  1,381 
Total revenue
247,434  93,043  556,676  417,985 
EXPENSES
Hotel operating expenses:
Rooms
48,035  19,752  109,095  84,860 
Food and beverage
22,750  4,904  42,860  43,268 
Other expenses
92,581  53,424  224,422  203,279 
Management fees
8,976  5,070  21,944  20,008 
Total hotel expenses
172,342  83,150  398,321  351,415 
Property taxes, insurance and other
17,222  20,876  51,821  62,048 
Depreciation and amortization
53,069  62,909  166,291  194,275 
Impairment charges
—  29,926  —  85,144 
Advisory services fee
7,395  12,333  39,110  37,848 
Corporate, general and administrative
2,414  8,004  12,113  16,204 
Total expenses
252,442  217,198  667,656  746,934 
Gain (loss) on disposition of assets and hotel properties 103  (40,370) 395  (36,753)
OPERATING INCOME (LOSS) (4,905) (164,525) (110,585) (365,702)
Equity in earnings (loss) of unconsolidated entities
(145) (121) (423) (279)
Interest income
124  12  137  664 
Other income (expense)
208  (6,179) 682  (7,806)
Interest expense and amortization of discounts and loan costs (43,003) (66,994) (112,003) (212,161)
Write-off of premiums, loan costs and exit fees
(1,034) (9,469) (5,200) (11,499)
Gain (loss) on extinguishment of debt
1,292  90,325  11,896  90,325 
Unrealized gain (loss) on marketable securities
—  (758) —  (1,756)
Unrealized gain (loss) on derivatives
6,029  6,449  3,712  11,063 
INCOME (LOSS) BEFORE INCOME TAXES (41,434) (151,260) (211,784) (497,151)
Income tax (expense) benefit
(2,615) (366) (2,916) 1,519 
NET INCOME (LOSS) (44,049) (151,626) (214,700) (495,632)
(Income) loss attributable to noncontrolling interest in consolidated entities (10) 72  84  240 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 367  22,273  3,594  77,294 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY (43,692) (129,281) (211,022) (418,098)
Preferred dividends
(2,039) (10,644) 1,488  (31,932)
Gain (loss) on extinguishment of preferred stock (1,789) —  959  — 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (47,520) $ (139,925) $ (208,575) $ (450,030)
INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:
Net income (loss) attributable to common stockholders $ (1.70) $ (118.91) $ (11.89) $ (419.19)
Weighted average common shares outstanding – basic 28,033  1,177  17,520  1,072 
Diluted:
Net income (loss) attributable to common stockholders $ (1.70) $ (118.91) $ (11.89) $ (419.19)
Weighted average common shares outstanding – diluted 28,033  1,177  17,520  1,072 
See Notes to Consolidated Financial Statements.
3


ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Net income (loss)
$ (44,049) $ (151,626) $ (214,700) $ (495,632)
Other comprehensive income (loss), net of tax:
Total other comprehensive income (loss)
—  —  —  — 
Comprehensive income (loss)
(44,049) (151,626) (214,700) (495,632)
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities
(10) 72  84  240 
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership
367  22,273  3,594  77,294 
Comprehensive income (loss) attributable to the Company
$ (43,692) $ (129,281) $ (211,022) $ (418,098)
See Notes to Consolidated Financial Statements.
4

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)
(unaudited, in thousands except per share amounts)
Preferred Stock Additional
Paid-in
Capital
Accumulated
Deficit
Noncontrolling
Interests In
Consolidated
Entities
Total Redeemable Noncontrolling
Interests in
Operating
Partnership
Series D Series F Series G Series H Series I Common Stock
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance at June 30, 2021 1,316  $ 13  1,471  $ 15  1,910  $ 19  1,458  $ 14  1,392  $ 14  22,321  $ 223  $ 2,181,467  $ (2,264,954) $ 72  $ (83,117) $ 28,906 
Equity-based compensation —  —  —  —  —  —  —  —  —  —  —  —  1,948  —  —  1,948  542 
Forfeitures of restricted shares —  —  —  —  —  —  —  —  —  —  (1) —  —  —  —  —  — 
Issuance of common stock, net —  —  —  —  —  —  —  —  —  —  9,297  93  176,879  —  —  176,972  — 
Conversion of operating partnership units —  —  —  —  —  —  —  —  —  —  —  —  —  —  (2)
Redemption value adjustment —  —  —  —  —  —  —  —  —  —  —  —  —  5,946  —  5,946  (5,946)
Extinguishment of preferred stock (45) —  (92) (1) (189) (2) (105) (1) (120) (1) 941  10  1,784  (1,789) —  —  — 
Net income (loss) —  —  —  —  —  —  —  —  —  —  —  —  —  (43,692) 10  (43,682) (367)
Balance at September 30, 2021 1,271  $ 13  1,379  $ 14  1,721  $ 17  1,353  $ 13  1,272  $ 13  32,558  $ 326  $ 2,362,080  $ (2,304,489) $ 82  $ 58,069  $ 23,133 
Preferred Stock Additional
Paid-in
Capital
Accumulated
Deficit
Noncontrolling
Interests In
Consolidated
Entities
Total Redeemable Noncontrolling
Interests in
Operating
Partnership
Series D Series F Series G Series H Series I Common Stock
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance at December 31, 2020 1,791  $ 18  2,891  $ 29  4,423  $ 44  2,669  $ 27  3,391  $ 34  6,436  $ 64  $ 1,809,455  $ (2,093,292) $ 166  $ (283,455) $ 22,951 
Purchases of common stock —  —  —  —  —  —  —  —  —  —  (1) —  (46) —  —  (46) — 
Equity-based compensation —  —  —  —  —  —  —  —  —  —  —  —  5,486  —  —  5,486  2,053 
Forfeitures of restricted shares —  —  —  —  —  —  —  —  —  —  (3) —  —  —  —  —  — 
Issuance of restricted shares/units —  —  —  —  —  —  —  —  —  —  251  (3) —  —  —  — 
Issuance of common stock, net —  —  —  —  —  —  —  —  —  —  19,009  190  548,091  —  —  548,281  — 
PSU dividend claw back upon cancellation —  —  —  —  —  —  —  —  —  —  —  —  —  178  —  178  — 
Conversion of operating partnership units —  —  —  —  —  —  —  —  —  —  —  43  —  —  43  (43)
Performance LTIP dividend claw back upon cancellation —  —  —  —  —  —  —  —  —  —  —  —  —  —  —  —  454 
Redemption value adjustment —  —  —  —  —  —  —  —  —  —  —  —  —  (1,312) —  (1,312) 1,312 
Extinguishment of preferred stock (520) (5) (1,512) (15) (2,702) (27) (1,316) (14) (2,119) (21) 6,865  69  (946) 959  —  —  — 
Net income (loss) —  —  —  —  —  —  —  —  —  —  —  —  —  (211,022) (84) (211,106) (3,594)
Balance at September 30, 2021 1,271  $ 13  1,379  $ 14  1,721  $ 17  1,353  $ 13  1,272  $ 13  32,558  $ 326  $ 2,362,080  $ (2,304,489) $ 82  $ 58,069  $ 23,133 
5

Preferred Stock Additional
Paid-in
Capital
Accumulated
Deficit
Noncontrolling
Interests In
Consolidated
Entities
Total Redeemable Noncontrolling
Interests in
Operating
Partnership
Series D Series F Series G Series H Series I Common Stock
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance at June 30, 2020 2,389  $ 24  4,800  $ 48  6,200  $ 62  3,800  $ 38  5,400  $ 54  1,048  $ 10  $ 1,830,030  $ (1,868,968) $ 336  $ (38,366) $ 30,332 
Purchases of common stock —  —  —  —  —  —  —  —  —  —  —  —  (2) —  —  (2) — 
Equity-based compensation —  —  —  —  —  —  —  —  —  —  —  —  1,539  —  —  1,539  1,054 
Issuance of restricted shares/units —  —  —  —  —  —  —  —  —  —  —  (17) —  —  (17) (107)
Issuance of common stock —  —  —  —  —  —  —  —  —  —  412  11,052  —  —  11,056  — 
Redemption value adjustment —  —  —  —  —  —  —  —  —  —  —  —  —  (11,526) —  (11,526) 11,526 
Net income (loss) —  —  —  —  —  —  —  —  —  —  —  —  —  (129,281) (72) (129,353) (22,273)
Balance at September 30, 2020 2,389  $ 24  4,800  $ 48  6,200  $ 62  3,800  $ 38  5,400  $ 54  1,463  $ 14  $ 1,842,602  $ (2,009,775) $ 264  $ (166,669) $ 20,532 
Preferred Stock Additional
Paid-in
Capital
Accumulated
Deficit
Noncontrolling
Interests In
Consolidated
Entities
Total Redeemable Noncontrolling
Interests in
Operating
Partnership
Series D Series F Series G Series H Series I Common Stock
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance at December 31, 2019 2,389  $ 24  4,800  $ 48  6,200  $ 62  3,800  $ 38  5,400  $ 54  1,021  $ 10  $ 1,826,564  $ (1,558,038) $ 504  $ 269,266  $ 69,870 
 Purchases of common stock —  —  —  —  —  —  —  —  —  —  (3) —  (399) —  —  (399) — 
Equity-based compensation —  —  —  —  —  —  —  —  —  —  —  —  4,426  —  —  4,426  3,914 
Forfeitures of restricted shares —  —  —  —  —  —  —  —  —  —  (5) —  —  —  —  —  — 
Issuance of restricted shares/units —  —  —  —  —  —  —  —  —  —  18  —  —  —  —  —  — 
PSU dividend claw back upon cancellation and forfeiture —  —  —  —  —  —  —  —  —  —  —  —  —  605  —  605  — 
Issuance of common stock —  —  —  —  —  —  —  —  —  —  412  11,052  —  —  11,056  — 
Dividends declared – preferred stock - Series D
($.53/share)
—  —  —  —  —  —  —  —  —  —  —  —  —  (1,262) —  (1,262) — 
 Dividends declared – preferred stock - Series F
($.46/share)
—  —  —  —  —  —  —  —  —  —  —  —  —  (2,212) —  (2,212) — 
 Dividends declared – preferred stock - Series G
($.46/share)
—  —  —  —  —  —  —  —  —  —  —  —  —  (2,858) —  (2,858) — 
 Dividends declared – preferred stock - Series H
($.47/share)
—  —  —  —  —  —  —  —  —  —  —  —  —  (1,781) —  (1,781) — 
 Dividends declared – preferred stock - Series I
($.47/share)
—  —  —  —  —  —  —  —  —  —  —  —  —  (2,531) —  (2,531) — 
Distributions to noncontrolling interests —  —  —  —  —  —  —  —  —  —  —  —  —  —  —  —  — 
Conversion of operating partnership units —  —  —  —  —  —  —  —  —  —  20  —  959  —  —  959  (959)
Performance LTIP dividend claw back upon cancellation —  —  —  —  —  —  —  —  —  —  —  —  —  —  —  —  1,401 
Redemption value adjustment —  —  —  —  —  —  —  —  —  —  —  —  —  (23,600) —  (23,600) 23,600 
Net income (loss) —  —  —  —  —  —  —  —  —  —  —  —  —  (418,098) (240) (418,338) (77,294)
Balance at September 30, 2020 2,389  $ 24  4,800  $ 48  6,200  $ 62  3,800  $ 38  5,400  $ 54  1,463  $ 14  $ 1,842,602  $ (2,009,775) $ 264  $ (166,669) $ 20,532 
See Notes to Consolidated Financial Statements
6

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Nine Months Ended September 30,
2021 2020
Cash Flows from Operating Activities
Net income (loss) $ (214,700) $ (495,632)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 166,291  194,275 
Impairment charges —  85,144 
Amortization of intangibles 98  (220)
Recognition of deferred income (374) (644)
Bad debt expense 1,491  1,680 
Deferred income tax expense (benefit) (113) (647)
Equity in (earnings) loss of unconsolidated entities 423  279 
(Gain) loss on disposition of assets and hotel properties (395) 36,753 
(Gain) loss on extinguishment of debt (11,896) (90,325)
Realized and unrealized (gain) loss on marketable securities —  (386)
Purchases of marketable securities —  (1,997)
Sales of marketable securities —  15,233 
Net settlement of trading derivatives —  1,610 
Realized and unrealized (gain) loss on derivatives (3,712) (1,558)
Amortization of loan costs, discounts and capitalized default interest and write-off of premiums, loan costs and exit fees (12,132) 19,118 
Equity-based compensation 7,539  8,340 
Amortization of parking asset —  117 
Non-cash interest income (591) (635)
Paid-in kind interest expense 23,574  — 
Changes in operating assets and liabilities, exclusive of the effect of dispositions of hotel properties:
Accounts receivable and inventories (20,199) 18,811 
Prepaid expenses and other assets (1,418) (1,871)
Operating lease right-of-use assets 358  697 
Operating lease liabilities (361) (448)
Accounts payable and accrued expenses and accrued interest payable (21,496) 125,944 
Due to/from related parties (718) (2,996)
Due to/from third-party hotel managers (14,170) 119 
Due to/from Ashford Inc., net (11,024) 1,443 
Other liabilities (4) (11,088)
Net cash provided by (used in) operating activities (113,529) (98,884)
Cash Flows from Investing Activities
Improvements and additions to hotel properties (19,018) (41,600)
Net proceeds from disposition of assets and hotel properties 7,543  38,763 
Proceeds from property insurance 2,000  514 
Investment in unconsolidated entity (250) (430)
Acquisition of hotel properties and assets, net of cash and restricted cash acquired —  (1,113)
Net cash provided by (used in) investing activities (9,725) (3,866)
Cash Flows from Financing Activities
Borrowings on indebtedness, net of commitment fee 293,500  88,000 
Repayments of indebtedness (106,690) (131,844)
Payments for loan costs and exit fees (20,494) (23,412)
Payments for dividends and distributions —  (28,619)
Purchases of common stock (46) (398)
Payments for derivatives (824) (83)
Proceeds from common stock offerings 548,441  11,310 
Net cash provided by (used in) financing activities 713,887  (85,046)
Net increase (decrease) in cash, cash equivalents and restricted cash 590,633  (187,796)
Cash, cash equivalents and restricted cash at beginning of period 167,313  398,207 
Cash, cash equivalents and restricted cash and at end of period $ 757,946  $ 210,411 
7

Nine Months Ended September 30,
2021 2020
Supplemental Cash Flow Information
Interest paid $ 153,873  $ 59,732 
Income taxes paid (refunded) 2,602  1,345 
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Accrued but unpaid capital expenditures $ 4,700  $ 9,300 
Accrued stock offering costs 160  — 
Buyer assumption of debt in hotel disposition —  108,750 
Non-cash extinguishment of debt 9,604  179,030 
Non-cash loan principal associated with default interest and late charges 32,626  40,713 
Non-cash loan proceeds associated with accrued interest and legal fees —  6,251 
Non-cash extinguishment of preferred stock 197,093  — 
Issuance of common stock from preferred stock exchanges 196,134  — 
Debt discount associated with embedded debt derivative 43,680  — 
Credit facility commitment fee 4,500  — 
Dividends and distributions declared but not paid 236  868 
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period $ 92,905  $ 262,636 
Restricted cash at beginning of period 74,408  135,571 
Cash, cash equivalents and restricted cash at beginning of period $ 167,313  $ 398,207 
Cash and cash equivalents at end of period $ 672,961  $ 120,916 
Restricted cash at end of period 84,985  89,495 
Cash, cash equivalents and restricted cash at end of period $ 757,946  $ 210,411 
See Notes to Consolidated Financial Statements.
8

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


1. Organization and Description of Business
Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”). While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the United States that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average, and in all methods including direct real estate, equity, and debt. We currently anticipate future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. In this report, terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements.
Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of September 30, 2021, we owned interests in the following assets:
100 consolidated hotel properties, including 98 directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 22,313 total rooms (or 22,286 net rooms excluding those attributable to our partner);
88 hotel condominium units at WorldQuest Resort in Orlando, Florida (“WorldQuest”); and
16.7% ownership in OpenKey with a carrying value of $2.6 million.
For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of September 30, 2021, our 100 hotel properties were leased or owned by our wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries for U.S. federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations.
We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. Remington Hotels, a subsidiary of Ashford Inc., manages 68 of our 100 hotel properties and WorldQuest. Third-party management companies manage the remaining hotel properties.
Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, project management services, debt placement and related services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, broker-dealer and distribution services and mobile key technology.
On June 28, 2021, our board of directors approved a reverse stock split of our issued and outstanding common stock at a ratio of 1-for-10. This reverse stock split converted every ten issued and outstanding shares of common stock into one share of common stock. The reverse stock split was effective as of the close of business on July 16, 2021. As a result of the reverse stock split, the number of outstanding shares of common stock was reduced from approximately 265.1 million shares to approximately 26.5 million shares on that date. Additionally, the number of outstanding common units, Long-Term Incentive Plan (“LTIP”) units and Performance LTIP units was reduced from approximately 4.0 million units to approximately 402,000 units on that date. All common stock, common units, LTIP units, Performance LTIP units, performance stock units and restricted stock units as well as per share data related to these classes of equity have been revised in the accompanying consolidated financial statements to reflect this reverse stock split for all periods presented.
COVID-19, Management’s Plans and Liquidity
In December 2019, COVID-19 was identified in Wuhan, China, subsequently spread to other regions of the world, and has resulted in significant travel restrictions and the extended shutdown of numerous businesses throughout the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Since late February 2020, we have experienced a significant decline in occupancy and RevPAR, and we expect the significant occupancy and RevPAR declines
9

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
associated with COVID-19 to continue, as we experienced significant reservation cancellations as well as a significant reduction in new reservations. The prolonged presence of the virus has resulted in health and other government authorities imposing widespread restrictions on travel and other businesses. The hotel industry and our portfolio have experienced the postponement or cancellation of a significant number of business conferences and similar events. The Company continues to have discussions with two of its lenders about potential loan modifications on its property level debt. See note 7.
On January 15, 2021, the Company entered into a senior secured term loan facility with Oaktree Capital Management L.P. (“Oaktree”) comprised of (a) initial term loans in an aggregate principal amount of $200 million, (b) initial delayed draw term loans (the “Initial DDTL”) in an aggregate principal amount of up to $150 million and (c) additional delayed draw term loans (the “Additional DDTL”) in an aggregate principal amount of up to $100 million. On October 12, 2021, the Oaktree Agreement was amended. See notes 7 and 18.
When preparing financial statements for each annual and interim reporting period management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In applying the accounting guidance, the Company considers its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its unconditional obligations due over the next 12 months.
As of September 30, 2021, the Company held cash and cash equivalents of $673.0 million and restricted cash of $85.0 million. The vast majority of the restricted cash comprises lender and manager held reserves. During 2020, the Company worked with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls. In December 2020, the board of directors approved our dividend policy for 2021, which continued the suspension of the Company’s dividend into 2021 in light of the ongoing uncertainty from the COVID-19 pandemic and to protect liquidity.
We cannot predict when hotel operating levels will return to normalized levels after the effects of the pandemic subside, whether our hotels will be forced to shut down operations or whether one or more possible recurrences of COVID-19 case surges could result in further reductions in business and personal travel or potentially cause state and local governments to reinstate travel restrictions. As a result of these factors arising from the impact of the pandemic, we are unable to estimate future financial performance with certainty. However, based on our completed senior secured term loan facility with Oaktree Capital Management L.P. and forbearance and other agreements with our property-level lenders, our current unrestricted and restricted cash on hand, our current cash utilization and forecast of future operating results for the next 12 months from the date of this report, and the actions we have taken to improve our liquidity, the Company has concluded that the facts and circumstances that previously gave rise to substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued have been resolved. Facts and circumstances could change in the future that are outside of management’s control, such as additional government mandates, health official orders, travel restrictions and extended business shutdowns due to COVID-19.
2. Significant Accounting Policies
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 accruals) considered necessary for a fair presentation 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 significant 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 2020 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2021.
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
10

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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.
Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
The following acquisitions and dispositions affect reporting comparability of our consolidated financial statements:
Hotel Property
Location
Type Date
Crowne Plaza Annapolis Annapolis, MD Disposition March 9, 2020
Columbus Hampton Inn Easton Columbus, OH Disposition August 19, 2020
Stillwater Residence Inn Stillwater, OK Disposition August 19, 2020
Washington Hampton Inn Pittsburgh Meadow Lands Pittsburgh, PA Disposition August 19, 2020
Phoenix Hampton Inn Airport North Phoenix, AZ Disposition August 19, 2020
Pittsburgh Hampton Inn Waterfront West Homestead Pittsburgh, PA Disposition August 19, 2020
Wichita Courtyard by Marriott Old Town Wichita, KS Disposition August 19, 2020
Canonsburg Homewood Suites Pittsburgh Southpointe Pittsburgh, PA Disposition August 19, 2020
Billerica Courtyard by Marriott Boston Boston, MA Disposition August 19, 2020
Embassy Suites New York Manhattan Times Square New York, NY Disposition August 19, 2020
W Minneapolis Minneapolis, MN Disposition September 15, 2020
Courtyard Louisville Louisville, KY Disposition September 21, 2020
Courtyard Ft. Lauderdale Ft. Lauderdale, FL Disposition September 21, 2020
Residence Inn Lake Buena Vista Lake Buena Vista, FL Disposition September 21, 2020
Le Meridien Minneapolis Minneapolis, MN Disposition January 20, 2021
SpringHill Suites Durham Durham, NC Disposition April 29, 2021
SpringHill Suites Charlotte Charlotte, NC Disposition April 29, 2021
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 Adopted Accounting Standards—In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”), which clarifies the interaction between the accounting for equity securities, equity method investments, and certain derivative instruments. The ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and should be applied prospectively. We adopted the standard effective January 1, 2021, and the adoption of this standard did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Standards—In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur.
11

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification (“ASC”) 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. We are currently evaluating the impact that ASU 2020-06 may have on our consolidated financial statements and related disclosures.

3. Revenue
The following tables present our revenue disaggregated by geographical area (dollars in thousands):
Three Months Ended September 30, 2021
Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total
Atlanta, GA Area $ 14,233  $ 2,672  $ 1,229  $ —  $ 18,134 
Boston, MA Area 10,651  795  1,015  —  12,461 
Dallas / Ft. Worth Area 9,424  1,301  772  —  11,497 
Houston, TX Area 5,463  897  117  —  6,477 
Los Angeles, CA Metro Area 16,085  2,695  1,476  —  20,256 
Miami, FL Metro Area 4,491  1,220  195  —  5,906 
Minneapolis - St. Paul, MN - WI Area 2,714  567  664  —  3,945 
Nashville, TN Area 11,868  4,073  809  —  16,750 
New York / New Jersey Metro Area 11,957  3,216  572  —  15,745 
Orlando, FL Area 4,256  167  373  —  4,796 
Philadelphia, PA Area 5,806  403  204  —  6,413 
San Diego, CA Area 4,208  152  373  —  4,733 
San Francisco - Oakland, CA Metro Area 13,035  870  673  —  14,578 
Tampa, FL Area 4,231  521  229  —  4,981 
Washington D.C. - MD - VA Area 16,296  2,172  1,295  —  19,763 
Other Areas 37  66,426  7,984  4,733  —  79,143 
Orlando WorldQuest —  975  39  215  —  1,229 
Corporate —  —  —  —  627  627 
Total 100  $ 202,119  $ 29,744  $ 14,944  $ 627  $ 247,434 
12

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Three Months Ended September 30, 2020
Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total
Atlanta, GA Area $ 5,803  $ 450  $ 667  $ —  $ 6,920 
Boston, MA Area 1,691  25  509  —  2,225 
Dallas / Ft. Worth Area 3,204  341  379  —  3,924 
Houston, TX Area 2,592  360  88  —  3,040 
Los Angeles, CA Metro Area 7,205  406  704  —  8,315 
Miami, FL Metro Area 639  27  41  —  707 
Minneapolis - St. Paul, MN - WI Area 696  40  39  —  775 
Nashville, TN Area 841  126  210  —  1,177 
New York / New Jersey Metro Area 4,311  267  306  —  4,884 
Orlando, FL Area 1,020  36  142  —  1,198 
Philadelphia, PA Area