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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 11,
2023
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-31775 |
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86-1062192 |
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(State or other jurisdiction of incorporation or
organization) |
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(Commission File Number) |
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(IRS employer identification number) |
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14185 Dallas Parkway, Suite 1200 |
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Dallas |
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Texas |
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75254 |
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(Address of principal executive offices) |
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(Zip code) |
Registrant’s telephone number, including area code: (972)
490-9600
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriated box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
¨
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock |
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AHT |
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New York Stock Exchange |
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Preferred Stock, Series D |
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AHT-PD |
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New York Stock Exchange |
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Preferred Stock, Series F |
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AHT-PF |
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New York Stock Exchange |
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Preferred Stock, Series G |
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AHT-PG |
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New York Stock Exchange |
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Preferred Stock, Series H |
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AHT-PH |
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New York Stock Exchange |
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Preferred Stock, Series I |
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AHT-PI |
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New York Stock Exchange |
ITEM 7.01 REGULATION FD DISCLOSURE.
On January 11, 2023, Ashford Hospitality Trust, Inc. (the
“Company”) issued a press release announcing that its board of
directors:
a) declared a dividend for the first quarter
ending March 31, 2023, of $0.5281 per diluted share, for the
Company’s 8.45% Series D Cumulative Preferred Stock. This dividend
is payable April 17, 2023 to stockholders of record as of March 31,
2023;
b) declared a dividend for the first quarter
ending March 31, 2023, of $0.4609 per diluted share, for the
Company’s 7.375% Series F Cumulative Preferred Stock. This dividend
is payable April 17, 2023 to stockholders of record as of March 31,
2023;
c) declared a dividend for the first quarter
ending March 31, 2023, of $0.4609 per diluted share, for the
Company’s 7.375% Series G Cumulative Preferred Stock. This dividend
is payable April 17, 2023 to stockholders of record as of March 31,
2023;
d) declared a dividend for the first quarter
ending March 31, 2023, of $0.46875 per diluted share, for the
Company’s 7.50% Series H Cumulative Preferred Stock. This dividend
is payable April 17, 2023 to stockholders of record as of March 31,
2023;
e) declared a dividend for the first quarter
ending March 31, 2023, of $0.46875 per diluted share, for the
Company’s 7.50% Series I Cumulative Preferred Stock. This dividend
is payable April 17, 2023 to stockholders of record as of March 31,
2023;
f) declared a monthly cash dividend for the
Company's Series J Redeemable Preferred Stock equal to a quarterly
rate of $0.50 per share, payable as follows: $0.1666 per share will
be paid on February 15, 2023 to stockholders of record as of
January 31, 2023; $0.1666 per share will be paid on March 15, 2023
to stockholders of record as of February 28, 2023; and $0.1666 per
share will be paid on April 17, 2023 to stockholders of record as
of March 31, 2023; and
g) declared a monthly cash dividend for the
Company's Series K Redeemable Preferred Stock equal to a quarterly
rate of $0.5125 per share, payable as follows: $0.1708 per share
will be paid on February 15, 2023 to stockholders of record as of
January 31, 2023; $0.1708 per share will be paid on March 15, 2023
to stockholders of record as of February 28, 2023; and $0.1708 per
share will be paid on April 17, 2023 to stockholders of record as
of March 31, 2023.
As of December 31, 2022, there were 87,115 shares of the Company’s
Series J Redeemable Preferred Stock and 1,800 shares of the
Company’s Series K Redeemable Preferred Stock issued and
outstanding.
A copy of the Press Release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference. The information in this Item
7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as
shall be expressly set forth by specific reference in such
filing.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(d) Exhibits
Exhibit Number
Description
104 Cover Page Interactive Data File
(formatted in Inline XBRL and contained in Exhibit
101)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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ASHFORD HOSPITALITY TRUST, INC. |
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Dated: January 11, 2023 |
By: |
/s/ Alex Rose |
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Alex Rose |
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Executive Vice President, General Counsel &
Secretary |
Ashford Hospitality (NYSE:AHT)
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