SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bennett Monty J

(Last)

(First)

(Middle)

14185 DALLAS PARKWAY,

SUITE 1200

(Street)

DALLAS

75254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC [ AHT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								385	D
Common Stock								761	I	By MJB Investments, LP
Common Stock								358	I	By Dartmore, LP
Common Stock								74	I	By Reserve, LP IV
Common Stock	02/24/2026		J⁽¹⁰⁾		471	A	⁽¹⁰⁾	471⁽¹¹⁾	I	By Ashford Financial Corporation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance LTIP Units (2023)⁽¹⁾	$0.00⁽¹⁾	02/24/2026		D⁽³⁾			20,174.5	12/31/2025	12/31/2025	Common Stock	1,660⁽²⁾	⁽¹⁾	1,660⁽²⁾	I	Texas Yarrow LLC - 2023 PS
Performance LTIP Units (2023)⁽¹⁾	$0.00⁽¹⁾	02/24/2026		M			1,660	12/31/2025	12/31/2025	Common Stock	0	⁽¹⁾	0	I	Texas Yarrow LLC - 2023 PS
Special Limited Partnership Units⁽⁴⁾	$0.00⁽⁷⁾	02/24/2026		M		1,660		⁽⁴⁾	⁽⁵⁾	Common Stock	1,660⁽⁷⁾	$0.00⁽⁷⁾	1,660⁽⁸⁾	I	Texas Yarrow LLC - 2023 PS
Special Limited Partnership Units⁽⁴⁾	$0.00⁽⁴⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	13,085⁽⁴⁾		13,085⁽⁶⁾	I	Texas Yarrow LLC - 2022 PS
Special Limited Partnership Units⁽⁴⁾	$0.00⁽⁴⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	8,550.4⁽⁴⁾		8,550.4⁽⁶⁾	I	Texas Yarrow LLC - 2021 PS
Special Limited Partnership Units⁽⁴⁾	$0.00⁽⁴⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	200.3⁽⁴⁾		200.3⁽⁶⁾	D
Special Limited Partnership Units⁽⁴⁾	$0.00⁽⁴⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	714.8⁽⁴⁾		714.8⁽⁶⁾	I	By MJB Operating, LP
Common Limited Partnership Units⁽⁷⁾	$0.00⁽⁷⁾							⁽⁷⁾	⁽⁵⁾	Common Stock	966.8⁽⁷⁾		966.8⁽⁸⁾	I	By MJB Operating, LP
Common Limited Partnership Units⁽⁷⁾	$0.00⁽⁷⁾							⁽⁷⁾	⁽⁵⁾	Common Stock	2,535.9⁽⁷⁾		2,535.9⁽⁸⁾	I	By Dartmore, LP
Common Limited Partnership Units⁽⁷⁾	$0.00⁽⁷⁾							⁽⁷⁾	⁽⁵⁾	Common Stock	177.1⁽⁷⁾		177.1⁽⁸⁾	I	By MJB Investments, LP
Common Limited Partnership Units⁽⁷⁾	$0.00⁽⁷⁾							⁽⁷⁾	⁽⁵⁾	Common Stock	549.7⁽⁷⁾		549.7⁽⁸⁾	I	By Reserve, LP IV
Common Limited Partnership Units⁽⁷⁾	$0.00⁽⁷⁾							⁽⁷⁾	⁽⁵⁾	Common Stock	396.8⁽⁷⁾		396.8⁽⁸⁾	I	By Reserve, LP III
Common Limited Partnership Units⁽⁷⁾	$0.00⁽⁷⁾	02/24/2026		J⁽⁹⁾			471.6	⁽⁷⁾	⁽⁵⁾	Common Stock	471.6	⁽¹⁰⁾	0	I	By Ashford Financial Corporation

Explanation of Responses:

1. Each performance LTIP unit ("Performance LTIP Unit") award represented a special long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to specified performance-based vesting criteria.

2. Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 250% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units will generally vest on December 31, 2025 (with respect to the 2023 grant). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 7 discussing the convertibility of the Common Units.

3. Represents 20,174.50 Performance LTIP Units that were forfeited due to certain performance criteria of the 2023 Performance LTIP Unit award not being met.

4. Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 7 discussing the convertibility of the Common Units.

5. Neither the Common Units nor the LTIP Units have an expiration date.

6. Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.

7. Common Limited Partnership Units of the Subsidiary ("Common Units"). Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.

8. Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 7 discussing the convertibility of the Common Units.

9. Represents Common Units redeemed by the Issuer on February 24, 2026 for 471 shares of the Issuer's common stock. Such transaction is further reflected in Table I above (see also footnote 10).

10. Represents shares of common stock issued by the Issuer in connection with the Issuer's redemption of 471.6 Common Units of the Subsidiary. Such Common Units were redeemable, at the option of the Issuer, for 471 shares of the Issuer's common stock on a one-for-one basis, while rounding down fractional Common Units.

11. Reflects only the Reporting Person's pecuniary interest in the shares of common stock held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation.

	/s/ Monty J. Bennett	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Director Bennett Monty J acquired 471 shares (SEC Form 4)