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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): April 17, 2024

ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland001-3177586-1062192
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway, Suite 1200
Dallas
Texas75254
(Address of principal executive offices)(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 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 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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAHTNew York Stock Exchange
Preferred Stock, Series DAHT-PDNew York Stock Exchange
Preferred Stock, Series FAHT-PFNew York Stock Exchange
Preferred Stock, Series GAHT-PGNew York Stock Exchange
Preferred Stock, Series HAHT-PHNew York Stock Exchange
Preferred Stock, Series IAHT-PINew York Stock Exchange



ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 17, 2024, J. Robison Hays, III, President and Chief Executive Officer of Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”), gave notice of his intention to voluntarily resign from his employment and all other employment-related positions he holds with the Company’s advisor, Ashford Inc. (“Ashford”), and its subsidiaries, affiliated entities, and entities that it advises (including the Company). Mr. Hay’s resignation is expected to be effective June 30, 2024.

On April 17, 2024, the Board of Directors of the Company appointed Ashford’s current Senior Vice President of Corporate Finance & Strategy, Stephen Zsigray, to fill the role of President and Chief Executive Officer at the Company, effective June 30, 2024.

Mr. Zsigray, age 38, has served as Ashford’s Senior Vice President of Corporate Finance & Strategy since May 2020. Mr. Zsigray joined Ashford in 2014 as a trader and portfolio manager in Ashford’s investment management division, and subsequently served as President and Chief Operating Officer of OpenKey, an Ashford-affiliated hospitality technology company that provides digital guest key and access control solutions to hotels worldwide. Prior to joining Ashford, Mr. Zsigray was with UBS Investment Bank in New York and began his career with Deloitte Consulting in St. Louis. Mr. Zsigray earned his Bachelor of Science in Business Administration from Saint Louis University, and graduated from Indiana University’s Kelley School of Business with an MBA in Finance.

There is no arrangement or understanding between Mr. Zsigray and any other persons in connection with Mr. Zsigray’s appointment as President and Chief Executive Officer of the Company, and Mr. Zsigray has no family relationship with any director or executive officer of the Company. Mr. Zsigray serves as Chief Financial Officer and Treasurer of Stirling Hotels & Resorts Inc. (“Stirling”), a position he has held since November 2023. Stirling’s subsidiary, Stirling REIT OP, LP, is a consolidated subsidiary of Ashford Trust for GAAP purposes. Other than Mr. Zsigray’s position at Stirling, as applicable, Mr. Zsigray has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

ITEM 7.01    REGULATION FD DISCLOSURE.

On April 18, 2024, the Company issued a press release announcing the matters described in Item 5.02 of this Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and 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

99.1    Press Release of the Company, dated April 18, 2024
104    Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)



SIGNATURES

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.



ASHFORD HOSPITALITY TRUST, INC.
Dated: April 18, 2024By:/s/ Alex Rose
Alex Rose
Executive Vice President, General Counsel & Secretary


EXHIBIT 99.1
image_1aa.jpg
    NEWS RELEASE

Contact:Deric EubanksJordan JenningsJoseph Calabrese
Chief Financial OfficerInvestor RelationsFinancial Relations Board
(972) 490-9600(972) 778-9487(212) 827-3772


ASHFORD HOSPITALITY TRUST ANNOUNCES CEO SUCCESSION PLAN

DALLAS – April 18, 2024 – Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) today announced that Rob Hays, the current President and Chief Executive Officer of Ashford Trust, will be stepping down effective June 30, 2024 after nearly 20 years of dedicated service to the Company. The Company’s current Senior Vice President of Corporate Finance & Strategy, Stephen Zsigray, will succeed him at that time to become Ashford Trust’s President and Chief Executive Officer. Mr. Hays will spend the next few months working alongside Stephen on a smooth transition before pursuing plans to work with his father on a unique business opportunity in an industry outside of real estate.
“I’ve had the pleasure of supporting the Company and our hospitality business for almost two decades and consider myself blessed to have guided this wonderful organization over the past four years. Were it not for this opportunity I have, I would undoubtedly be at Ashford for the rest of my career,” said Rob Hays, Ashford Trust’s current President and Chief Executive Officer. “I've had the privilege of working with Stephen for many years. He is an exceptional leader and a terrific successor, possessing great vision and a deep understanding of our business and the industry. Ashford Trust is well positioned for long-term success.”
“We are incredibly grateful to Rob for his immense dedication and commitment to our organization,” commented Monty J. Bennett, Ashford Trust’s Chairman of the Board. “Although we’re disappointed with his departure, we fully appreciate and respect his desire to pursue his personal plans and business endeavors.” Mr. Bennett continued, “The Board is thrilled to have Stephen take on expanded responsibilities at Ashford Trust. He’s played a major





role in the Company’s success over the last decade and is a perfect fit to be Rob’s successor. I am confident that the transition to new leadership will be seamless.”
Stephen Zsigray Executive Bio
Stephen Zsigray currently serves as Ashford Trust’s Senior Vice President of Corporate Finance & Strategy, a position he has held since May 2020. Mr. Zsigray also heads Ashford Inc.’s cash management platform and oversees corporate hedging strategy. Since 2020, Mr. Zsigray has helped the platforms raise more than $1.2 billion in common and preferred equity, secure over $1.0 billion in new corporate and property-level debt financing and negotiated maturity extensions on over $3.0 billion in mortgage debt. Additionally, Mr. Zsigray serves as Chief Financial Officer and Treasurer of Stirling Hotels & Resorts, a position he has held since November 2023.
Mr. Zsigray joined Ashford in 2014 as a trader and portfolio manager in Ashford’s investment management division, and subsequently served as President and Chief Operating Officer of OpenKey, an Ashford-affiliated hospitality technology company that provides digital guest key and access control solutions to hotels worldwide. Prior to joining the Company, Mr. Zsigray was with UBS Investment Bank in New York, where he traded and helped clients structure derivatives across equity, fixed income, and commodity markets. He began his career with Deloitte Consulting in St. Louis, where he advised Fortune 500 clients on issues related to mergers and acquisitions, business transformation, and process improvement.
Mr. Zsigray earned a Bachelor of Science in Business Administration from Saint Louis University, and graduated from Indiana University’s Kelley School of Business with an MBA in Finance.
He currently serves on the Advisory Council for the North Texas Food Bank and has advised a number of non-profit organizations in the Dallas metroplex. Mr. Zsigray previously served as an Executive Board Member of the Dallas Security Traders Association.
* * * * *
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.
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Forward-Looking Statements
Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “could,” “plan,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside of Ashford Trust’s control.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: our ability to raise sufficient capital to pay off our strategic debt; our ability to repay, refinance, or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission.
The forward-looking statements included in this press release are made only as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.
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