Form 8-K

8-K — ASHFORD HOSPITALITY TRUST INC

Accession: 0001104659-26-117508

Filed: 2026-10-21

Period: 2026-10-20

CIK: 0001232582

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2627927d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2627927d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2627927d1_ex10-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2627927d1_ex99-1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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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):

October 20, 2026

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-31775

86-1062192

(State or other jurisdiction of incorporation or

organization)

(Commission File

Number)

(IRS employer identification

number)

14185 Dallas Parkway, Suite 1200

Dallas

Texas

75254

(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 ¨

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 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

Preferred Stock Purchase Rights

New York Stock Exchange

true

Item 1.01 Entry into a Material Definitive Agreement.

Share Purchase Agreement

On October 20, 2026 (the “Effective Date”), the

Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Ashford Inc. (the “Purchaser”),

pursuant to which the Purchaser agreed to purchase, for the quarter ended September 30, 2026 and each calendar quarter ending after that

date during the term of the agreement, a number of shares of common stock, par value $0.01 per share (the “Common Stock”)

equal to 2.5% of the Company’s outstanding shares on the last day of that purchase quarter (each, a “Quarterly Purchase

Amount,” and the shares so purchased, “Open Market Shares”). The Share Purchase Agreement further provides

that Purchaser shall make all purchases of Open Market Shares either (i) under a trading plan by Purchaser that is intended to comply

with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or (ii) otherwise, but only during an open trading window under

the Company’s insider trading policy and when Purchaser is not aware of material non-public information about the Company.

If the Purchaser has not acquired the full Quarterly Purchase Amount

for a purchase quarter (after giving effect to the ownership limitations described in the Share Purchase Agreement) within six (6) months

after the last day of the applicable purchase quarter, Purchaser shall provide the Company a credit (the “Fee Credit”)

against the advisory fees payable by the Company under the Advisory Agreement (as defined below) equal to (a) the number of shares by

which Purchaser fell short (the “Shortfall Shares”), multiplied by (b) 150% of the VWAP for the period beginning on

the day after the last day of that purchase quarter and ending on deadline with respect to such purchase. The Share Purchase Agreement

provides that the Fee Credit is the Company's sole and exclusive remedy with respect to any shortfall in a Quarterly Purchase Amount.

The Share Purchase Agreement provides that, Purchaser shall not purchase any shares of Common Stock to the extent the purchase would (a)

cause Purchaser (together with any other person whose ownership of Common Stock would be aggregated for purposes of such determination)

to exceed any ownership limit in the Company’s charter as in effect from time to time (the “Charter Ownership Limit”),

(b) cause Purchaser to be an “Acquiring Person” or similar term under the Company’s rights agreement, as amended or

replaced from time to time, unless the Company’s board of directors has exempted such purchase (the “Rights Agreement Ownership

Limit”), or (c) reasonably be expected to cause an ownership change of the Company under Section 382 of the Internal Revenue

Code of 1986, as amended (the “Code”).

The Share Purchase Agreement contains customary representations and

warranties. The Share Purchase Agreement terminates automatically upon the earliest of: (i) the third (3rd) anniversary of

the Effective Date; (ii) the date on which Purchaser owns the maximum number of shares of Common Stock permitted under the Charter Ownership

Limit or the Rights Agreement Ownership Limit, (iii) the date on which the Company in good faith notifies Purchaser that any further purchase

would reasonably be expected to cause an ownership change under Section 382 of the Code; (iv) the date on which the Common Stock is no

longer listed on the NYSE, (v) a Change of Control (as defined in the Share Purchase Agreement) of the Company or Purchaser or (vi) the

date on which neither Purchaser nor any of its subsidiaries serves as the Company’s advisor. The parties may also terminate by mutual

written agreement.

The foregoing description of the Share Purchase Agreement does not

purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is filed

as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Waiver Under Advisory Agreement

On October 20, 2026, Ashford Hospitality Trust,

Inc. (the “Company”), Ashford Hospitality Limited Partnership (the “Operating Partnership”) and

Ashford TRS Corporation (“Ashford TRS”), a wholly-owned subsidiary of the Company, entered into a Limited Waiver (the

“Waiver”) with Ashford Inc. (“AINC”) and Ashford Hospitality Advisors LLC (“Ashford LLC,”

and, together with AINC, the “Advisor”) to the Fourth Amended and Restated Advisory Agreement, dated as of March 27,

2026 and effective as of January 25, 2026 (the “Advisory Agreement”). Capitalized terms not otherwise defined herein

shall have the meanings defined in the Advisory Agreement.

Pursuant to the Waiver, AINC is waiving the

requirement that the Company pay the Advisory Fees that would otherwise be payable to AINC during the six (6)-month period beginning

on the date hereof and ending on April 20, 2027 (the “Waiver Period”).

The Advisory Fees waived pursuant to the Waiver shall not accrue or become payable by the Company at any time, whether during the

term of the Advisory Agreement (including any extension thereof) or following any termination of the Advisory Agreement. For the

avoidance of doubt, the fee waiver shall not be taken into account in calculating the Base Fee, the Minimum Base Fee, or the

Incentive Fee under the Advisory Agreement following the Waiver Period, and such amounts shall be calculated as though the Advisory

Fees that would otherwise have been payable during the Waiver Period were actually paid.

The Waiver provides that the

fee waiver shall be effective only in this instance and for the specific purpose for which it was intended and shall not be deemed to

be a consent to any other transaction or matter or a waiver of compliance in the future, or a waiver of any preceding or succeeding breach

of the same or any other covenant or provision of the Advisory Agreement.

The foregoing description of the Waiver does not purport to be complete

and is qualified in its entirety by reference to the full text of the Waiver, which is filed as Exhibit 10.2 to this Current Report on

Form 8-K and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive

Agreement.

On October 20, 2026, the Company terminated that

certain Equity Distribution Agreement, dated as of April 11, 2022, by and among the Company, Ashford Hospitality Limited Partnership,

Ashford Hospitality Advisors LLC, and Virtu Americas LLC as Agent, effective as of the close of business on October 20, 2026. Pursuant

to the Equity Distribution Agreement, the Company was permitted, from time to time, sell shares of its Common Stock having an aggregate

offering price of up to $100 million (the “At the Market Program”). The termination of the Equity Distribution Agreement

terminated the Company’s At the Market Program.

Item 7.01 Regulation FD Disclosure.

On October 20, 2026, the Company issued a press

release relating to the waiver of Advisory Fees by AINC and the execution of the Share Purchase Agreement.

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

10.1*

Share Purchase Agreement, dated as of October 20, 2026, by and between Ashford Hospitality Trust, Inc. and Ashford Inc.

10.2*

Waiver Under Advisory Agreement, dated as of October 20, 2026, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors.

99.1*

Press Release of the Company issued on October 20, 2026

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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: October 20, 2026

By:

/s/ Jim Plohg

Jim Plohg

Executive Vice President, General Counsel & Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2627927d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT

(this “Agreement”) is entered into as of October 20, 2026 (the “Effective Date”), by and between

Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”) and Ashford Inc., a Nevada corporation

(“Purchaser”).

RECITALS

WHEREAS, Purchaser, the Company's

external advisor, desires to commit to purchase shares of Common Stock in the open market on a quarterly basis during the Term (as defined

below), on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration

of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE

OF SHARES

Section 1.1       Quarterly

Commitment. During the period beginning on the Effective Date and ending on the date this Agreement terminates under Section 4.10

(the “Term”), Purchaser shall purchase in the open market, for the calendar quarter ended September 30, 2026 and

each calendar quarter ending after that date during the Term (each, a “Purchase Quarter”), a number of shares of common

stock, par value $0.01 per share, of the Company (the “Common Stock”) equal to 2.5% of the shares of Common Stock outstanding

on the last day of that Purchase Quarter, rounded down to the nearest whole share (each, a “Quarterly Purchase Amount”,

and the shares so purchased, “Open Market Shares”).

Section 1.2       Open

Market Purchases. Purchaser shall make all purchases of Open Market Shares either (i) under a trading plan adopted by Purchaser

that is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or (ii) otherwise, but only during an open trading window under the Company's insider trading policy and when Purchaser is not aware

of material nonpublic information about the Company. The Company is not a party to, and has no obligation with respect to, any purchase

of Open Market Shares, and will not issue or sell any shares of Common Stock to Purchaser under this Agreement.

Section 1.3       Ownership

Limitations. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not purchase any shares of Common Stock to

the extent that the purchase would (a) cause Purchaser (together with any other person whose ownership of Common Stock would be aggregated

with Purchaser's for purposes of such determination) to exceed any ownership limit in the Company's charter, as in effect from time to

time (including any excepted holder limit established for Purchaser), (b) cause Purchaser to become an “Acquiring Person”

(or any similar term) under the Rights Agreement, unless the Company's board of directors has exempted the purchase, or (c) as determined

in good faith by the Company and notified to Purchaser, reasonably be expected to cause an “ownership change” of the Company

under Section 382 of the Internal Revenue Code of 1986, as amended (each, an “Ownership Limitation”). Any portion

of a Quarterly Purchase Amount that cannot be purchased because of an Ownership Limitation shall be disregarded and shall not be carried

forward to any later Purchase Quarter.

Section 1.4       Shortfall

Fee Credit. If Purchaser has not acquired the full Quarterly Purchase Amount for a Purchase Quarter (after giving effect to Section 1.3)

by the date that is six (6) months after the last day of that Purchase Quarter (the “Purchase Deadline”), Purchaser

shall provide the Company a credit against the advisory fees payable by the Company under the Advisory Agreement (a “Fee Credit”)

equal to (a) the number of shares by which Purchaser fell short (the “Shortfall Shares”), multiplied by (b) 150%

of the VWAP for the period beginning on the day after the last day of that Purchase Quarter and ending on the Purchase Deadline. Each

Fee Credit shall be applied against the advisory fees next payable by the Company after the Purchase Deadline until fully applied. The

Fee Credit is the Company's sole and exclusive remedy for any shortfall in a Quarterly Purchase Amount.

Section 1.5       Purchase

Credits and Reporting. Open Market Shares count toward a Quarterly Purchase Amount only if purchased after the last day of the applicable

Purchase Quarter and on or before its Purchase Deadline, and are applied first to the earliest Purchase Quarter whose Purchase Deadline

has not passed. Purchases are counted net of any sales of Common Stock by Purchaser during the same period, and only purchases by Purchaser

and its wholly owned subsidiaries count. Purchaser shall report its purchases and sales of Common Stock to the Company within two (2) Business

Days after the end of each calendar month.

Section 1.6       Adjustments.

If the Company effects a stock split, reverse stock split, stock dividend, reclassification or similar event, the Quarterly Purchase Amount,

VWAP and any other share-based amount under this Agreement shall be equitably adjusted.

Section 1.7       Certain

Definitions. In this Agreement:

“Advisory Agreement”

means the Fourth Amended and Restated Advisory Agreement, dated March 27, 2026, among the Company, Purchaser and the other parties

thereto, as amended from time to time.

“Business Day”

means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or required to close.

“Change of Control”

means, (A) for either party, (i) any person or group, other than the persons who control that party on the Effective Date and

their affiliates, acquiring beneficial ownership of more than 50% of that party's outstanding voting securities, (ii) a merger, consolidation

or similar transaction after which the holders of that party's voting securities immediately before the transaction hold less than 50%

of the voting power of the surviving entity, or (iii) a sale of all or substantially all of that party's assets and (B) for

the Company, the definition of Change of Control in the Advisory Agreement.

“Independent Directors”

means the members of the Company's board of directors who are independent under the rules of the New York Stock Exchange and are

not officers, directors or employees of Purchaser or its affiliates, acting by majority vote or through a committee composed solely of

such directors.

-2-

“Rights Agreement”

means the Rights Agreement, dated as of December 15, 2025, between the Company and ComputerShare Trust Company, N.A., as rights agent,

as amended or replaced from time to time.

“VWAP” means,

for any period, the volume-weighted average price per share of the Common Stock on the New York Stock Exchange for that period, as reported

by Bloomberg L.P. (or, if not reported by Bloomberg L.P., by another authoritative source reasonably agreed by the parties).

ARTICLE II

REPRESENTATIONS

AND WARRANTIES OF THE COMPANY

The Company hereby makes the

following representations and warranties to Purchaser, each of which is true and correct on the Effective Date.

Section 2.1       Existence

and Power. The Company has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder

and to consummate the transactions contemplated hereby.

(a)            The

execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (i) except

for filings under the Exchange Act, do not require the consent, approval, authorization, order, registration or qualification of, or filing

with, any governmental authority or court, or body or arbitrator having jurisdiction over the Company; and (ii) except as would not

have an adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, do not and will not

constitute or result in a breach, violation or default under any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement,

lease or license, whether written or oral, express or implied, to which the Company is a party or with the Company’s organizational

documents, or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative

or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of the Company or cause the acceleration

or termination of any obligation or right of the Company.

Section 2.2       Valid

and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Company and constitutes a legal,

valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable

bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement

of creditors’ rights generally and general principles of equity. The Company's Independent Directors have approved this Agreement.

-3-

ARTICLE III

REPRESENTATIONS

AND WARRANTIES OF PURCHASER

Purchaser hereby makes the following

representations and warranties to the Company, each of which is true and correct on the Effective Date.

Section 3.1       Existence

and Power. Purchaser is a corporation validly existing and in good standing under the laws of the State of Nevada and has the power,

authority and capacity to execute and deliver this Agreement, to perform Purchaser’s obligations hereunder, and to consummate the

transactions contemplated hereby.

(a)            The

execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby (i) except

for filings under the Exchange Act, does not require the consent, approval, authorization, order, registration or qualification of, or

filing with, any governmental authority or court, or body or arbitrator having jurisdiction over Purchaser; and (ii) except as would

not have an adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement, does not and will

not constitute or result in a breach, violation or default under, any note, bond, mortgage, deed, indenture, lien, instrument, contract,

agreement, lease or license, whether written or oral, express or implied, to which Purchaser is a party, with Purchaser’s charter

or bylaws, or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative

or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of Purchaser or cause the acceleration or

termination of any obligation or right of Purchaser.

Section 3.2       Valid

and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by Purchaser and constitutes a legal,

valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as limited by applicable

bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement

of creditors’ rights generally and general principles of equity.

-4-

ARTICLE IV

MISCELLANEOUS

PROVISIONS

Section 4.1       Notice.

Except as otherwise provided herein, all notices, requests, claims, demands, waivers and other communications provided for herein and

all legal process in regard hereto shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified

or registered mail to the respective parties as follows and shall be effective and deemed to have been given when delivered by hand or

overnight courier service or certified or registered mail on any Business Day:

If delivered to

the Company, to:

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

Attention: Stephen Zsigray, President and CEO

If delivered to Purchaser, to:

Ashford Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

Attention: Jim Plohg, EVP

Section 4.2       Entire

Agreement; Amendment. This Agreement and the other documents and agreements executed in connection with this Agreement, including

without limitation the waiver under the Advisory Agreement, dated of even date herewith, contain the entire agreement and understanding

of the parties with respect to the subject matter hereof and supersede any and all prior and contemporaneous agreements, memoranda, arrangements

and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Agreement

may be amended only by an agreement in writing executed by the parties hereto, and no waiver of compliance with any provision or condition

of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by

the party against whom such waiver or consent is to be effective. No failure or delay by a party in exercising any right, power or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof

or the exercise of any right, power or privilege hereunder.

Section 4.3       No

Third-Party Beneficiaries; Assignment. This Agreement is solely for the benefit of the parties hereto and is not binding upon or enforceable

by any other persons. No party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or

otherwise, without the prior written consent of the other party (which, for the Company, requires the approval of the Independent Directors),

and any assignment in contravention hereof shall be null and void; provided that Purchaser may assign its rights to a wholly owned subsidiary

upon written notice to the Company if Purchaser remains liable for all of its obligations under this Agreement. Nothing in this Agreement,

whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any

persons other than the parties hereto, nor is anything in this Agreement intended to relieve or discharge the obligation or liability

of any third persons to any party.

Section 4.4       Counterparts.

This Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by facsimile

or electronic mail transmission), each of which shall be deemed to be an original and all of which together shall constitute a single

binding agreement on the parties, notwithstanding that not all parties are signatories to the same counterpart.

-5-

Section 4.5       Remedies;

Governing Law; Submission to Jurisdiction. The parties agree that irreparable damage would occur in the event any of the provisions

of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary

damages, and each party hereby admits that the existence of such a violation alone shall constitute evidence of irreparable harm. Accordingly,

the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, to enforce specifically the

terms and provisions of this Agreement exclusively in a Texas State court sitting in Dallas County, Texas, or, if that court does not

have jurisdiction, the United States District Court for the Northern District of Texas, in addition to any other remedies at law or in

equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief if acting

in violation of the Agreement. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case

any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto solely for the purposes

of enforcement of this Agreement (a) consents to submit itself to the personal jurisdiction of any Texas State court sitting in Dallas

County, Texas, or, if that court does not have jurisdiction, the United States District Court for the Northern District of Texas, in the

event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt

to challenge, deny or defeat such personal jurisdiction or venue in such court (including in reliance on the doctrine of forum non conveniens)

by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement

or the transactions contemplated by this Agreement in any court other than a Texas State court sitting in Dallas County, Texas,or, if

that court does not have jurisdiction, the United States District Court for the Northern District of Texas, and (d) each of the parties

irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth

in Section 4.1 hereof or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING

VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY

WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY

WAIVE THE RIGHT TO TRIAL BY JURY IN ANY DISPUTES BETWEEN ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE

TRANSACTIONS CONTEMPLATED HEREBY.

Section 4.6       No

Broker. Except as previously disclosed to each other party, no party has engaged any third party as broker or finder or incurred or

become obligated to pay any broker’s commission or finder’s fee in connection with the transactions contemplated by this Agreement.

Section 4.7       Further

Assurances. Each party hereto hereby agrees to execute and deliver, or cause to be executed and delivered, such other documents, instruments

and agreements, and take such other actions consistent with the terms of this Agreement as may be reasonably necessary in order to accomplish

the transactions contemplated by this Agreement.

Section 4.8       Costs

and Expenses. Each party hereto shall each pay their own respective costs and expenses, including, without limitation, any commission

or finder’s fee to any broker or finder, incurred in connection with the negotiation, preparation, execution and performance of

this Agreement.

-6-

Section 4.9       Severability.

If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to

be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision

shall have no effect upon the legality or enforceability of any other provision of this Agreement.

Section 4.10     Termination.

This Agreement terminates automatically, without any action by either party, on the earliest of: (a) the third (3rd) anniversary

of the Effective Date; (b) the date on which Purchaser owns the maximum number of shares of Common Stock permitted under the Ownership

Limitations in Section 1.3(a) or Section 1.3(b); (c) the date on which the Company notifies Purchaser that it has

determined in good faith that any further purchase of Common Stock by Purchaser would reasonably be expected to cause an “ownership

change” of the Company under Section 382 of the Internal Revenue Code of 1986, as amended; (d) the date on which the Common

Stock is no longer traded on the New York Stock Exchange; (e) a Change of Control of the Company or Purchaser; and (f) the date

on which neither Purchaser nor any of its subsidiaries serves as the Company's advisor. The parties may also terminate this Agreement

at any time by mutual written agreement. Termination does not relieve either party of liability for any breach before termination. If

this Agreement terminates under clause (a), Section 1.4 continues to apply to each Purchase Quarter that ended before termination.

Any Fee Credit that arose before termination, and Purchaser's obligations under Section 1.4 with respect to it, survive any termination.

[Signature Page Follows]

-7-

IN WITNESS WHEREOF, each of

the parties hereto has caused this Agreement to be executed as of the date first above written.

PURCHASER:

Ashford Inc.

By:

/s/ Jim Plohg

Name: Jim Plohg

Title: EVP

[Signature Page to Share Purchase Agreement]

COMPANY:

ASHFORD HOSPITALITY TRUST, INC.

By:

/s/ Stephen Zsigray

Name: Stephen Zsigray

Title: President and CEO

[Signature Page to Share Purchase Agreement]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2627927d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

LIMITED WAIVER UNDER ADVISORY AGREEMENT

This LIMITED WAIVER UNDER ADVISORY

AGREEMENT (this “Waiver”) is entered into as of October 20, 2026, by and among ASHFORD HOSPITALITY TRUST, INC.

(the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the “Operating Partnership”), ASHFORD

TRS CORPORATION (“TRS”), ASHFORD INC. (“AINC”), and ASHFORD HOSPITALITY ADVISORS LLC

(“Ashford LLC” and, together with AINC, the “Advisor”).

RECITALS:

A.            The

parties hereto are parties to that certain Fourth Amended and Restated Advisory Agreement, dated as of March 27, 2026 and effective

as of January 25, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Advisory Agreement”),

pursuant to which, among other things, the Company has agreed to pay to the Advisor, in consideration of the provision of advisory services,

a Base Fee and Incentive Fee (the “Advisory Fees”).

B.            The

independent directors of the Company’s Board of Directors have determined that it is in the best interests of the Company and its

stockholders for AINC to waive the requirement that the Company pay the Advisory Fees that would otherwise be payable to AINC for the

duration of the Waiver Period (as defined below) and for AINC to commit to acquire certain shares of common stock of the Company pursuant

to a share purchase agreement being entered into between the Company and AINC simultaneously with the entry into this Waiver (the “SPA”).

AGREEMENT:

In consideration of the premises

and mutual covenants herein and for other valuable consideration, the parties hereto agree as follows:

Section 1.           Definitions.

1.1            Capitalized

terms used in this Waiver but not defined have the meaning provided in the Advisory Agreement. Each reference to “hereof”,

“hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this

Agreement” and each other similar reference contained in the Advisory Agreement shall refer to the Advisory Agreement after giving

effect to this Waiver.

Section 2.           Waiver.

2.1            Waiver

Period. For purposes of this Waiver, the “Waiver Period” means the six (6)-month period beginning on the date hereof and

ending on April 20, 2027.

2.2            Waiver

of Certain Advisory Fees. AINC and Ashford LLC hereby irrevocably waive, and the Company, the Operating Partnership and TRS hereby

accept such waiver of, the requirement that the Company pay any and all Advisory Fees that would otherwise accrue or become payable by

the Company for the advisory services provided by AINC pursuant to the Advisory Agreement during the Waiver Period (the “Fee

Waiver”), which Advisory Fees shall not accrue or become payable by the Company at any time, whether during the term of the

Advisory Agreement (including any extension thereof) or following any termination of the Advisory Agreement. The parties hereto agree

and acknowledge that the Fee Waiver shall not be taken into account in calculating the Base Fee, the Minimum Base Fee or the Incentive

Fee under the Advisory Agreement following the Waiver Period as such amounts shall be calculated as though the Advisory Fees that would

otherwise have been payable during the Waiver Period were actually paid.

2.3            No

Other Waiver. The Fee Waiver shall be effective only in this instance and for the specific purpose for which it was intended and shall

not be deemed to be a consent to any other transaction or matter or a waiver of compliance in the future, or a waiver of any preceding

or succeeding breach of the same or any other covenant or provision of the Advisory Agreement. Except as expressly set forth in this Waiver,

nothing herein shall affect, amend, or otherwise modify the Advisor’s right to receive, or the Company’s obligation to make,

any payments that are due and payable to the Advisor pursuant to the terms of the Advisory Agreement, including with respect to any accrued

but unpaid fees or expenses.

Section 3.           Miscellaneous.

3.1            Advisory

Agreement Unaffected. Each reference to the Advisory Agreement shall hereafter be construed as a reference to the Advisory Agreement

after giving effect to this Waiver. Except as herein otherwise specifically provided, all provisions of the Advisory Agreement (after

giving effect to this Waiver) shall remain in full force and effect and be unaffected hereby.

3.2            Headings.

Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other

purpose or be given any substantive effect.

3.3            Counterparts.

This Waiver may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature

or other electronic transmissions, each of which when so executed and delivered shall be deemed to be an original and all of which taken

together shall constitute but one and the same agreement.

3.4            Governing

Law; Consent to Jurisdiction. The provisions of Section 21 of the Advisory Agreement shall be set forth herein mutatis mutandis.

[Signature pages follow.]

IN WITNESS WHEREOF, this Waiver has been duly

executed and delivered as of the date first above written.

ASHFORD HOSPITALITY TRUST, INC.

By:

/s/ Stephen Zsigray

Name:

Stephen Zsigray

Title:

President and Chief Executive Officer

ASHFORD HOSPITALITY LIMITED PARTNERSHIP

By: Ashford OP General Partner LLC, its general partner

By:

/s/ Justin Coe

Name:

Justin Coe

Title:

Chief Accounting Officer

ASHFORD TRS CORPORATION

By:

/s/ Jim Plohg

Name:

Jim Plohg

Title:

President

ASHFORD HOSPITALITY ADVISORS LLC

By:

/s/ Eric Batis

Name:

Eric Batis

Title:

Chief Executive Officer

ASHFORD INC.

By:

/s/ Jim Plohg

Name:

Jim Plohg

Title:

Executive Vice President, General Counsel & Secretary

[Signature Page to Limited Waiver]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2627927d1_ex99-1.htm · Sequence: 4

Exhibit 99.1

NEWS RELEASE

Contact

Justin Coe

Armin Ward

Joe Calabrese

Chief Accounting Officer

Media Contact

Financial Relations Board

(972) 490-9600

(212) 827-3772

ASHFORD HOSPITALITY TRUST ANNOUNCES $17 MILLION

ADVISORY FEE WAIVER, SHARE PURCHASE COMMITMENT FROM ASHFORD INC. AND TERMINATION OF ATM PROGRAM

DALLAS, October 20, 2026 -- Ashford Hospitality

Trust, Inc. (NYSE: AHT or the “Company”) today announced that its advisor, Ashford Inc., has agreed to waive approximately

$17 million of advisory fees that would otherwise be earned over the next six months and to purchase 2.5% of the Company’s outstanding

common stock in the open market each quarter, and that the Company has terminated its at-the-market equity offering program. The fee waiver

and the share purchase agreement were approved by the independent members of the Company’s Board of Directors. These actions are

intended to strengthen the Company’s liquidity and further align the interests of its advisor with those of its stockholders.

“The independent directors approached these

agreements with two goals: improve the Company’s liquidity and put our advisor’s capital alongside our stockholders’,”

said Amish Gupta, Vice Chairman and Lead Independent Director. “The fee waiver keeps approximately $17 million in the Company over

the next six months. The share purchase agreement goes further. Ashford Inc. has committed to buy our common stock every quarter, and

if it falls short, it owes the Company a fee credit worth 150% of the volume weighted average price for every share it did not buy. That

structure ties our advisor’s interests directly to those of our common stockholders.”

“Ashford Inc. has advised Ashford Trust

since 2014, and we are committed to its long-term success,” said Hector Sanchez, President of Ashford Inc. “These agreements

put that commitment in concrete terms. We are forgoing six months of fees and investing our own capital in Ashford Trust’s common

stock every quarter, alongside its stockholders.”

Advisory Fee Waiver

Ashford Inc. has irrevocably waived the base and

incentive advisory fees that would otherwise accrue for advisory services provided during the six-month period from November 2026 through

April 2027. The waived fees will not become payable at any time. The Company expects the waiver to save approximately $17 million, or

approximately $2.60 per common share.

Share Purchase Agreement

Under a share purchase agreement entered into

today, Ashford Inc. has committed to purchase, in the open market, a number of shares of the Company’s common stock equal to 2.5%

of the Company’s outstanding common stock for each calendar quarter, beginning with the quarter ended September 30, 2026. Based

on the approximately 6.47 million shares of common stock currently outstanding, the initial quarterly commitment equals approximately

162,000 shares. Ashford Inc. has six months after the end of each quarter to complete that quarter’s purchases, so purchases for

the quarter ended September 30, 2026 must be completed by March 31, 2027. If it does not purchase the full amount within that period,

Ashford Inc. must provide the Company with a credit against future advisory fees equal to 150% of the volume-weighted average price of

the common stock over that six-month period for each share not purchased.

Ashford Inc. will make purchases under a trading

plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934 or during open trading windows, in each case in accordance

with applicable securities laws. The Company will not issue or sell any shares directly to Ashford Inc. under the agreement. Purchases

are subject to the ownership limits in the Company’s charter and its rights agreement, and the agreement has a term of up to three

years, ending earlier in certain circumstances, including when Ashford Inc. reaches those limits.

Termination of At-the-Market Program

The Company has terminated its equity distribution

agreement with Virtu Americas LLC, dated April 11, 2022, under which the Company could sell its common stock in at-the-market offerings.

The Company no longer has an at-the-market program through which it could issue additional common stock.

Additional information regarding the fee waiver

and the share purchase agreement will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

* * * * *

Ashford Hospitality Trust is a real estate investment

trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.

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 federal securities regulations. Forward-looking statements are generally identifiable by use of forward-looking terminology such

as "may," "will," "should," "potential," "intend," "expect," "anticipate,"

"estimate," "approximately," "believe," "could," "project," "predict," or

other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: our

business and investment strategy; the expected savings from the advisory fee waiver; the timing, number and prices of any purchases of

our common stock by Ashford Inc. and the amount of any fee credits under the share purchase agreement; our ability to maintain the listing

of our common stock on the New York Stock Exchange; anticipated or expected purchases, sales or dispositions of assets; our projected

operating results; completion of any pending transactions; our ability to restructure existing property-level indebtedness; our ability

to secure additional financing to enable us to operate our business; our understanding of our competition; projected capital expenditures;

and the impact of technology on our operations and business. 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 this risk when you make an investment decision concerning our securities. These and other risk

factors are more fully discussed in the Company's filings with the SEC.

The forward-looking statements included in

this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking

statements. We will not 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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