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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 18, 2022
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)
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Registrant’s telephone number, including area code: (972) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate 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 14-a-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
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ITEM 8.01 OTHER EVENTS.
As previously disclosed, in June 2020, Ashford Hospitality Trust, Inc. (the “Company” or “Ashford Trust”), Braemar Hotels & Resorts Inc. (“Braemar”), Ashford Inc., and Lismore Capital II LLC, a subsidiary of Ashford Inc., each received an administrative subpoena from the staff of the Securities and Exchange Commission (the “SEC”).
On January 18, 2022, the Company issued a press release announcing that, on January 11, 2022, the Company received a letter from the staff of the SEC stating that the SEC’s investigation is concluded, and that the SEC enforcement staff does not intend to recommend any action by the SEC against Ashford Trust. The press release also states that Braemar and Ashford Inc. also each received a letter stating that the SEC’s investigation is concluded, and that the SEC enforcement staff does not intend to recommend any action against the respective company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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 18, 2022
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By:
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/s/ Alex Rose
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Alex Rose
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Executive Vice President, General Counsel & Secretary
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NEWS RELEASE
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Contact:
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Deric Eubanks
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Jordan Jennings
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Joseph Calabrese
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Chief Financial Officer
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Investor Relations
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Financial Relations Board
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(972) 490-9600
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(972) 778-9487
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(212) 827-3772
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ASHFORD HOSPITALITY TRUST ANNOUNCES
TERMINATION OF SEC INVESTIGATION
DALLAS, January 18, 2022 – Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) today announced that it has received a letter from the Securities and Exchange Commission (“SEC”) stating that the SEC’s investigation is concluded, and that the SEC enforcement staff does not intend to recommend any action by the SEC against Ashford Trust. Braemar Hotels & Resorts Inc. (NYSE: BHR) and Ashford Inc. (NYSE American: AINC) also each received a letter stating that the SEC’s investigation is concluded, and that the SEC enforcement staff does not intend to recommend any action against the respective company.
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Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.
Follow CEO Rob Hays on Twitter at https://twitter.com/aht_rob or @aht_rob.
