10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the quarterly period ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from ________________ to ________________

Commission file number: 001-31775

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	86-1062192
(State or other jurisdiction of incorporation or organization)	(IRS employer identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas	75254
(Address of principal executive offices)	(Zip code)

(972) 490-9600

(Registrant’s telephone number, including area code)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐	Smaller reporting company	☑
		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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No

    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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 par value per share	34,493,344
(Class)	Outstanding at August 7, 2023

ASHFORD HOSPITALITY TRUST, INC.

FORM 10-Q

FOR THE QUARTER ENDED June 30, 2023

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	2
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	3
Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2023 and 2022	4
Consolidated Statements of Equity (Deficit) for the Three and Six Months Ended June 30, 2023 and 2022	5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	9
Notes to Consolidated Financial Statements	11
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	40
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	60
ITEM 4. CONTROLS AND PROCEDURES	60
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	60
ITEM 1A. RISK FACTORS	61
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	61
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	61
ITEM 4. MINE SAFETY DISCLOSURES	61
ITEM 5. OTHER INFORMATION	62
ITEM 6. EXHIBITS	62
SIGNATURES	64

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements (unaudited)

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share amounts)

	June 30, 2023		December 31, 2022
ASSETS
Investments in hotel properties, net ($68,390 and $0 attributable to VIEs).	$	3,147,577	$	3,118,331
Cash and cash equivalents	251,547		417,064
Restricted cash ($17,023 and $0 attributable to VIEs)	167,473		141,962
Accounts receivable, net of allowance of $439 and $501, respectively	57,384		49,809
Inventories	3,918		3,856
Notes receivable, net	5,241		5,062
Investments in unconsolidated entities	10,517		19,576
Deferred costs, net ($93 and $0 attributable to VIEs)	1,748		2,665
Prepaid expenses	19,612		15,981
Derivative assets	36,532		47,182
Operating lease right-of-use assets	44,210		43,921
Other assets	20,883		21,653
Intangible assets	797		797
Due from Ashford Inc., net	—		486
Due from related parties, net	2,731		6,570
Due from third-party hotel managers	19,035		22,462
Assets held for sale	11,653		—
Total assets	$	3,800,858	$	3,917,377
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($35,808 and $0 attributable to VIEs)	$	3,715,902	$	3,838,543
Finance lease liability	18,655		18,847
Other finance liability ($26,729 and $0 attributable to VIEs)	26,729		—
Accounts payable and accrued expenses ($2,344 and $0 attributable to VIEs)	134,165		115,970
Accrued interest payable ($105 and $0 attributable to VIEs)	15,602		15,287
Dividends and distributions payable	3,378		3,118
Due to Ashford Inc., net	8,032		—
Due to third-party hotel managers	1,459		1,319
Intangible liabilities, net	2,057		2,097
Operating lease liabilities	44,993		44,661
Other liabilities	4,073		4,326
Liabilities related to assets held for sale	608		—
Total liabilities	3,975,653		4,044,168
Commitments and contingencies (note 17)
Redeemable noncontrolling interests in operating partnership	22,409		21,550
Series J Redeemable Preferred Stock, $0.01 par value, 1,574,714 and 87,115 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	36,224		2,004
Series K Redeemable Preferred Stock, $0.01 par value, 71,719 and 1,800 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	1,766		44
Equity (deficit):
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
Series D Cumulative Preferred Stock, 1,174,427 shares issued and outstanding at June 30, 2023 and December 31, 2022	12		12
Series F Cumulative Preferred Stock, 1,251,044 shares issued and outstanding at June 30, 2023 and December 31, 2022	12		12
Series G Cumulative Preferred Stock, 1,531,996 shares issued and outstanding at June 30, 2023 and December 31, 2022	15		15
Series H Cumulative Preferred Stock, 1,308,415 shares issued and outstanding at June 30, 2023 and December 31, 2022	13		13
Series I Cumulative Preferred Stock, 1,252,923 shares issued and outstanding at June 30, 2023 and December 31, 2022	13		13
Common stock, $0.01 par value, 400,000,000 shares authorized, 34,493,344 and 34,495,185 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	345		345
Additional paid-in capital	2,384,805		2,383,244
Accumulated deficit	(2,628,370)		(2,534,043)
Total stockholders’ equity (deficit) of the Company	(243,155)		(150,389)
Noncontrolling interest in consolidated entities	7,961		—
Total equity (deficit)	(235,194)		(150,389)
Total liabilities and equity/deficit	$	3,800,858	$	3,917,377

See Notes to Consolidated Financial Statements.

2

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
REVENUE
Rooms	$	293,915	$	275,528	$	546,870	$	470,858
Food and beverage	61,747		54,316		120,738		91,076
Other hotel revenue	19,316		17,423		35,598		31,859
Total hotel revenue	374,978		347,267		703,206		593,793
Other	771		828		1,429		1,440
Total revenue	375,749		348,095		704,635		595,233
EXPENSES
Hotel operating expenses:
Rooms	66,035		59,782		125,238		107,786
Food and beverage	41,910		37,610		81,700		64,782
Other expenses	118,959		111,452		232,838		203,500
Management fees	13,773		12,312		26,019		21,866
Total hotel expenses	240,677		221,156		465,795		397,934
Property taxes, insurance and other	18,998		17,289		35,535		33,748
Depreciation and amortization	47,154		50,896		95,009		103,016
Advisory services fee	12,269		12,277		25,255		25,663
Corporate, general and administrative	4,904		4,510		7,516		7,614
Total operating expenses	324,002		306,128		629,110		567,975
Gain (loss) on consolidation of VIE and disposition of assets	1,077		181		1,053		284
OPERATING INCOME (LOSS)	52,824		42,148		76,578		27,542
Equity in earnings (loss) of unconsolidated entities	(181)		(151)		(577)		(304)
Interest income	2,310		526		4,867		577
Other income (expense)	109		84		243		185
Interest expense and amortization of discounts and loan costs	(89,590)		(48,393)		(171,105)		(91,952)
Write-off of premiums, loan costs and exit fees	(950)		(971)		(1,370)		(1,698)
Realized and unrealized gain (loss) on derivatives	12,583		6,074		7,168		9,285
INCOME (LOSS) BEFORE INCOME TAXES	(22,895)		(683)		(84,196)		(56,365)
Income tax (expense) benefit	(2,062)		(5,563)		(2,283)		(5,683)
NET INCOME (LOSS)	(24,957)		(6,246)		(86,479)		(62,048)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	349		76		949		448
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(24,608)		(6,170)		(85,530)		(61,600)
Preferred dividends	(3,752)		(3,104)		(6,995)		(6,207)
Deemed dividends on redeemable preferred stock	(826)		—		(1,233)		—
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(29,186)	$	(9,274)	$	(93,758)	$	(67,807)
INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:
Net income (loss) attributable to common stockholders	$	(0.85)	$	(0.27)	$	(2.73)	$	(1.98)
Weighted average common shares outstanding – basic	34,429		34,330		34,385		34,300
Diluted:
Net income (loss) attributable to common stockholders	$	(0.85)	$	(0.27)	$	(2.73)	$	(1.98)
Weighted average common shares outstanding – diluted	34,429		34,330		34,385		34,300

See Notes to Consolidated Financial Statements.

3

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	(24,957)	$	(6,246)	$	(86,479)	$	(62,048)
Other comprehensive income (loss), net of tax:
Total other comprehensive income (loss)	—		—		—		—
Comprehensive income (loss)	(24,957)		(6,246)		(86,479)		(62,048)
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities	—		—		—		—
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership	349		76		949		448
Comprehensive income (loss) attributable to the Company	$	(24,608)	$	(6,170)	$	(85,530)	$	(61,600)

See Notes to Consolidated Financial Statements.

4

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(unaudited, in thousands except per share amounts)

	Preferred Stock																		Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interest in Consolidated Entities		Total
	Series D			Series F			Series G			Series H			Series I			Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at March 31, 2023	1,174	$	12	1,251	$	12	1,532	$	15	1,308	$	13	1,253	$	13	34,478	$	345	$	2,384,000	$	(2,598,791)	$	—	$	(214,381)
Purchases of common stock	—	—		—	—		—	—		—	—		—	—		(7)	—		(27)		—		—		(27)
Equity-based compensation	—	—		—	—		—	—		—	—		—	—		—	—		832		—		—		832
Issuance of restricted shares/units	—	—		—	—		—	—		—	—		—	—		22	—		—		—		—		—
Issuance of preferred stock	—	—		—	—		—	—		—	—		—	—		—	—		—		—		—		—
Dividends declared – preferred stock – Series D ($0.53/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(620)		—		(620)
Dividends declared – preferred stock – Series F ($0.46/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(576)		—		(576)
Dividends declared – preferred stock – Series G ($0.46/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(706)		—		(706)
Dividends declared – preferred stock – Series H ($0.47/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(614)		—		(614)
Dividends declared – preferred stock – Series I ($0.47/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(588)		—		(588)
Dividends declared – preferred stock – Series J ($0.50/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(618)		—		(618)
Dividends declared – preferred stock – Series K ($0.51/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(30)		—		(30)
Redemption value adjustment	—	—		—	—		—	—		—	—		—	—		—	—		—		(393)		—		(393)
Redemption value adjustment – preferred stock	—	—		—	—		—	—		—	—		—	—		—	—		—		(826)		—		(826)
Redemption of preferred stock	—	—		—	—		—	—		—	—		—	—		—	—		—		—		—		—
Noncontrolling interest in consolidated entities recognized upon consolidation of VIE	—	—		—	—		—	—		—	—		—	—		—	—		—		—		7,961		7,961
Net income (loss)	—	—		—	—		—	—		—	—		—	—		—	—		—		(24,608)		—		(24,608)
Balance at June 30, 2023	1,174	$	12	1,251	$	12	1,532	$	15	1,308	$	13	1,253	$	13	34,493	$	345	$	2,384,805	$	(2,628,370)	$	7,961	$	(235,194)

5

	Preferred Stock						Redeemable Noncontrolling Interests in Operating Partnership
	Series J			Series K
	Shares	Amount		Shares	Amount
Balance at March 31, 2023	502	$	11,543	34	$	843	$	21,617
Purchases of common stock	—	—		—	—		—
Equity-based compensation	—	—		—	—		748
Issuance of restricted shares/units	—	—		—	—		—
Issuance of preferred stock	1,075	23,932		38	899		—
Dividends declared – preferred stock – Series D ($0.53/share)	—	—		—	—		—
Dividends declared – preferred stock – Series F ($0.46/share)	—	—		—	—		—
Dividends declared – preferred stock – Series G ($0.46/share)	—	—		—	—		—
Dividends declared – preferred stock – Series H ($0.47/share)	—	—		—	—		—
Dividends declared – preferred stock – Series I ($0.47/share)	—	—		—	—		—
Dividends declared – preferred stock – Series J ($0.50/share)	—	—		—	—		—
Dividends declared – preferred stock – Series K ($0.51/share)	—	—		—	—		—
Redemption value adjustment	—	—		—	—		393
Redemption value adjustment – preferred stock	—	802		—	24		—
Redemption of preferred stock	(2)	(53)		—	—		—
Noncontrolling interest in consolidated entities recognized upon consolidation of VIE	—	—		—	—		—
Net income (loss)	—	—		—	—		(349)
Balance at June 30, 2023	1,575	$	36,224	72	$	1,766	$	22,409

	Preferred Stock																		Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interest in Consolidated Entities		Total
	Series D			Series F			Series G			Series H			Series I			Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2022	1,174	$	12	1,251	$	12	1,532	$	15	1,308	$	13	1,253	$	13	34,495	$	345	$	2,383,244	$	(2,534,043)	$	—	$	(150,389)
Purchases of common stock	—	—		—	—		—	—		—	—		—	—		(24)	—		(83)		—		—		(83)
Equity-based compensation	—	—		—	—		—	—		—	—		—	—		—	—		1,644		—		—		1,644
Issuance of restricted shares/units	—	—		—	—		—	—		—	—		—	—		22	—		—		—		—		—
Issuance of preferred stock	—	—		—	—		—	—		—	—		—	—		—	—		—		—		—		—
Dividends declared – preferred stock – Series D ($1.06/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,240)		—		(1,240)
Dividends declared – preferred stock – Series F ($0.92/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,153)		—		(1,153)
Dividends declared – preferred stock – Series G ($0.92/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,412)		—		(1,412)
Dividends declared – preferred stock – Series H ($0.94/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,227)		—		(1,227)
Dividends declared – preferred stock – Series I ($0.94/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,175)		—		(1,175)
Dividends declared – preferred stock – Series J ($1.00/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(751)		—		(751)
Dividends declared – preferred stock – Series K ($1.03/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(37)		—		(37)
Redemption value adjustment	—	—		—	—		—	—		—	—		—	—		—	—		—		(569)		—		(569)
Redemption value adjustment – preferred stock	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,233)		—		(1,233)
Redemption of preferred stock	—	—		—	—		—	—		—	—		—	—		—	—		—		—		—		—
Noncontrolling interest in consolidated entities recognized upon consolidation of VIE	—	—		—	—		—	—		—	—		—	—		—	—		—		—		7,961		7,961
Net income (loss)	—	—		—	—		—	—		—	—		—	—		—	—		—		(85,530)		—		(85,530)
Balance at June 30, 2023	1,174	$	12	1,251	$	12	1,532	$	15	1,308	$	13	1,253	$	13	34,493	$	345	$	2,384,805	$	(2,628,370)	$	7,961	$	(235,194)

6

	Preferred Stock						Redeemable Noncontrolling Interests in Operating Partnership
	Series J			Series K
	Shares	Amount		Shares	Amount
Balance at December 31, 2022	87	$	2,004	2	$	44	$	21,550
Purchases of common stock	—	—		—	—		—
Equity-based compensation	—	—		—	—		1,239
Issuance of restricted shares/units	—	—		—	—		—
Issuance of preferred stock	1,490	33,091		70	1,671		—
Dividends declared – preferred stock – Series D ($1.06/share)	—	—		—	—		—
Dividends declared – preferred stock – Series F ($0.92/share)	—	—		—	—		—
Dividends declared – preferred stock – Series G ($0.92/share)	—	—		—	—		—
Dividends declared – preferred stock – Series H ($0.94/share)	—	—		—	—		—
Dividends declared – preferred stock – Series I ($0.94/share)	—	—		—	—		—
Dividends declared – preferred stock – Series J ($1.00/share)	—	—		—	—		—
Dividends declared – preferred stock – Series K ($1.03/share)	—	—		—	—		—
Redemption value adjustment	—	—		—	—		569
Redemption value adjustment – preferred stock	—	1,182		—	51		—
Redemption of preferred stock	(2)	(53)		—	—		—
Noncontrolling interest in consolidated entities recognized upon consolidation of VIE	—	—		—	—		—
Net income (loss)	—	—		—	—		(949)
Balance at June 30, 2023	1,575	$	36,224	72	$	1,766	$	22,409

	Preferred Stock																		Additional Paid-in Capital		Accumulated Deficit		Total		Redeemable Noncontrolling Interests in Operating Partnership
	Series D			Series F			Series G			Series H			Series I			Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at March 31, 2022	1,174	$	12	1,251	$	12	1,532	$	15	1,308	$	13	1,253	$	13	34,479	$	345	$	2,381,191	$	(2,441,964)	$	(60,363)	$	23,249
Purchases of common stock	—	—		—	—		—	—		—	—		—	—		(7)	—		(34)		—		(34)		—
Equity-based compensation	—	—		—	—		—	—		—	—		—	—		—	—		1,118		—		1,118		1,023
Forfeitures of restricted shares	—	—		—	—		—	—		—	—		—	—		(1)	—		—		—		—		—
Issuance of restricted shares/units	—	—		—	—		—	—		—	—		—	—		16	—		—		—		—		—
Common stock offering costs	—	—		—	—		—	—		—	—		—	—		—	—		(78)		—		(78)		—
Dividends declared – preferred stock –Series D ($0.53/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(620)		(620)		—
Dividends declared – preferred stock – Series F ($0.46/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(576)		(576)		—
Dividends declared – preferred stock – Series G ($0.46/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(706)		(706)		—
Dividends declared – preferred stock – Series H ($0.47/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(614)		(614)		—
Dividends declared – preferred stock – Series I ($0.47/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(588)		(588)		—
Redemption value adjustment	—	—		—	—		—	—		—	—		—	—		—	—		—		2,888		2,888		(2,888)
Net income (loss)	—	—		—	—		—	—		—	—		—	—		—	—		—		(6,170)		(6,170)		(76)
Balance at June 30, 2022	1,174	$	12	1,251	$	12	1,532	$	15	1,308	$	13	1,253	$	13	34,487	$	345	$	2,382,197	$	(2,448,350)	$	(65,743)	$	21,308

7

	Preferred Stock																		Additional Paid-in Capital		Accumulated Deficit		Total		Redeemable Noncontrolling Interests in Operating Partnership
	Series D			Series F			Series G			Series H			Series I			Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2021	1,174	$	12	1,251	$	12	1,532	$	15	1,308	$	13	1,253	$	13	34,490	$	345	$	2,379,906	$	(2,382,970)	$	(2,654)	$	22,742
Purchases of common stock	—	—		—	—		—	—		—	—		—	—		(21)	—		(152)		—		(152)		—
Equity-based compensation	—	—		—	—		—	—		—	—		—	—		—	—		2,608		—		2,608		1,441
Forfeitures of restricted shares	—	—		—	—		—	—		—	—		—	—		(1)	—		—		—		—		—
Issuance of restricted shares/units	—	—		—	—		—	—		—	—		—	—		19	—		—		—		—		—
Common stock offering costs	—	—		—	—		—	—		—	—		—	—		—	—		(165)		—		(165)		—
Dividends declared – preferred stock – Series D ($1.06/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,240)		(1,240)		—
Dividends declared – preferred stock – Series F ($0.92/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,153)		(1,153)		—
Dividends declared – preferred stock – Series G ($0.92/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,412)		(1,412)		—
Dividends declared – preferred stock – Series H ($0.94/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,227)		(1,227)		—
Dividends declared – preferred stock – Series I ($0.94/share)	—	—		—	—		—	—		—	—		—	—		—	—		—		(1,175)		(1,175)		—
Redemption value adjustment	—	—		—	—		—	—		—	—		—	—		—	—		—		2,427		2,427		(2,427)
Net income (loss)	—	—		—	—		—	—		—	—		—	—		—	—		—		(61,600)		(61,600)		(448)
Balance at June 30, 2022	1,174	$	12	1,251	$	12	1,532	$	15	1,308	$	13	1,253	$	13	34,487	$	345	$	2,382,197	$	(2,448,350)	$	(65,743)	$	21,308

8

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Six Months Ended June 30,
	2023		2022
Cash Flows from Operating Activities
Net income (loss)	$	(86,479)	$	(62,048)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	95,009		103,016
Amortization of intangibles	7		55
Recognition of deferred income	(249)		(250)
Bad debt expense	1,502		1,421
Deferred income tax expense (benefit)	23		285
Equity in (earnings) loss of unconsolidated entities	577		304
(Gain) loss on consolidation of VIE and disposition of assets	(1,053)		(284)
Realized and unrealized (gain) loss on derivatives	(7,168)		(9,285)
Amortization of loan costs, discounts and capitalized default interest and write-off of premiums, loan costs and exit fees	11,717		4,546
Equity-based compensation	2,883		4,049
Non-cash interest income	(243)		(166)
Changes in operating assets and liabilities, net of impact of consolidation of VIE:
Accounts receivable and inventories	(10,575)		(22,213)
Prepaid expenses and other assets	(2,435)		3,828
Accounts payable and accrued expenses and accrued interest payable	17,743		8,392
Due to/from related parties	2,633		513
Due to/from third-party hotel managers	3,567		2,506
Due to/from Ashford Inc., net	7,838		975
Operating lease liabilities	332		(232)
Operating lease right-of-use assets	(336)		262
Other liabilities	(4)		(3)
Net cash provided by (used in) operating activities	35,289		35,671
Cash Flows from Investing Activities
Improvements and additions to hotel properties	(68,005)		(42,786)
Net proceeds from disposition of assets and hotel properties	—		783
Payments for initial franchise fees	(149)		—
Proceeds from notes receivable	—		4,000
Proceeds from property insurance	327		1,009
Restricted cash received from initial consolidation of VIE	18,201		—
Net cash provided by (used in) investing activities	(49,626)		(36,994)
Cash Flows from Financing Activities
Borrowings on indebtedness	99,655		—
Repayments of indebtedness	(257,473)		(11,877)
Payments for loan costs and exit fees	(9,862)		(1,688)
Payments for dividends and distributions	(6,674)		(6,207)
Purchases of common stock	(90)		(118)
Redemption of preferred stock	(53)		—
Payments for derivatives	(14,184)		(5,255)
Proceeds from derivatives	31,037		—
Common stock offering costs	—		(215)
Proceeds from preferred stock offerings	34,680		—
Payments on finance lease liabilities	(192)		—
Net cash provided by (used in) financing activities	(123,156)		(25,360)
Net increase (decrease) in cash, cash equivalents and restricted cash (including cash, cash equivalents and restricted cash held for sale)	(137,493)		(26,683)
Cash, cash equivalents and restricted cash at beginning of period	559,026		691,644
Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale)	$	421,533	$	664,961

9

	Six Months Ended June 30,
	2023		2022
Supplemental Cash Flow Information
Interest paid	$	158,928	$	93,467
Income taxes paid (refunded)	8		4,139
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Accrued but unpaid capital expenditures	$	17,888	$	13,798
Accrued stock offering costs	—		58
Common stock purchases accrued but not paid	—		34
Non-cash preferred stock dividends	61		—
Unsettled proceeds from derivatives	1,412		—
Dividends and distributions declared but not paid	3,378		3,104
Consolidation of VIEs (VIE asset/(liability) additions)	(681)		—
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period	$	417,064	$	592,110
Restricted cash at beginning of period	141,962		99,534
Cash, cash equivalents and restricted cash at beginning of period	$	559,026	$	691,644
Cash and cash equivalents at end of period	$	251,547	$	537,822
Restricted cash at end of period	167,473		125,995
Cash, cash equivalents and restricted cash at end of period	419,020		663,817
Cash and cash equivalents at end of period included in assets held for sale	2,513		584
Restricted cash at end of period included in assets held for sale	—		560
Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale)	$	421,533	$	664,961

See Notes to Consolidated Financial Statements.

10

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Description of Business

Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”). While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the United States that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average, and in all methods including direct real estate, equity, and debt. We currently anticipate future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. Terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and, as the context may require, all entities included in its consolidated financial statements.

Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of June 30, 2023, we held interests in the following assets:

•100 consolidated operating hotel properties, which represent 22,317 total rooms;

•one consolidated hotel property under development through a 32.5% owned investment in a consolidated entity;

•79 hotel condominium units at WorldQuest Resort in Orlando, Florida (“WorldQuest”);

•15.1% ownership in OpenKey, Inc. (“OpenKey”) with a carrying value of approximately $1.8 million; and

•an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage (the “Meritage Investment”) in Napa, California, with a carrying value of approximately $8.7 million.

For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of June 30, 2023, our 100 hotel properties were leased or owned by our wholly-owned subsidiaries that are treated as taxable REIT subsidiaries for U.S. federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations.

We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. Our 100 operating hotel properties in our consolidated portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.

We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages 68 of our 100 operating hotel properties and WorldQuest. Third-party management companies manage the remaining hotel properties.

Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, broker-dealer and distribution services and mobile key technology.

2. Significant Accounting Policies

Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto

11

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

included in our 2022 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023.

Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.

815 Commerce Managing Member, LLC (“815 Commerce MM”) is considered to be a VIE, as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. During the second quarter of 2023, the Company funded a $3.0 million default loan to 815 Commerce MM to satisfy a balancing deposit that was required by the property construction lender. The total amount of balancing deposits required by the property construction lender are up to $9.5 million. In connection with the default loan funding, Ashford Trust obtained the ability to exercise their kick-out rights of the manager of 815 Commerce MM. As a result, Ashford Trust became the primary beneficiary and consolidated 815 Commerce MM as of May 31, 2023. The Company includes the assets and liabilities related to the VIE in the consolidated financial statements. The assets of the VIE can be used only to settle liabilities of that VIE. Creditors (or beneficial interest holders) of the VIE do not have recourse to the Company’s general credit. See note 4.

Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

The following transactions affect reporting comparability of our consolidated financial statements:

Hotel Property	Location	Type	Date
Sheraton Ann Arbor	Ann Arbor, MI	Disposition	September 1, 2022
Hilton Marietta	Marietta, GA	Acquisition	December 16, 2022

Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Adopted Accounting Standards—In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company applied the optional expedient in evaluating debt modifications converting from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). The Company adopted the standards effective December 31, 2022. There was no material impact as a result of this adoption.

12

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

3. Revenue

The following tables present our revenue disaggregated by geographical area (dollars in thousands):

	Three Months Ended June 30, 2023
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	10	$	21,033	$	5,227	$	1,783	$	—	$	28,043
Boston, MA Area	2	19,291		1,819		1,621		—		22,731
Dallas / Ft. Worth, TX Area	7	15,887		3,871		1,053		—		20,811
Houston, TX Area	3	7,173		2,694		200		—		10,067
Los Angeles, CA Metro Area	6	21,745		4,500		1,370		—		27,615
Miami, FL Metro Area	2	6,099		2,241		232		—		8,572
Minneapolis - St. Paul, MN Area	2	3,960		1,463		155		—		5,578
Nashville, TN Area	1	15,369		7,598		1,032		—		23,999
New York / New Jersey Metro Area	6	17,279		5,697		925		—		23,901
Orlando, FL Area	2	6,309		407		525		—		7,241
Philadelphia, PA Area	3	6,411		651		276		—		7,338
San Diego, CA Area	2	5,626		349		367		—		6,342
San Francisco - Oakland, CA Metro Area	7	17,865		1,687		705		—		20,257
Tampa, FL Area	2	7,495		2,014		468		—		9,977
Washington D.C. - MD - VA Area	9	39,447		7,274		2,395		—		49,116
Other Areas	36	81,968		14,215		5,979		—		102,162
Orlando WorldQuest	—	958		40		230		—		1,228
Corporate	—	—		—		—		771		771
Total	100	$	293,915	$	61,747	$	19,316	$	771	$	375,749

	Three Months Ended June 30, 2022
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	9	$	17,559	$	4,364	$	1,183	$	—	$	23,106
Boston, MA Area	2	15,974		1,492		1,423		—		18,889
Dallas / Ft. Worth, TX Area	7	14,759		2,740		934		—		18,433
Houston, TX Area	3	6,216		2,131		202		—		8,549
Los Angeles, CA Metro Area	6	20,795		4,942		1,354		—		27,091
Miami, FL Metro Area	2	6,531		2,140		268		—		8,939
Minneapolis - St. Paul, MN Area	2	3,129		860		90		—		4,079
Nashville, TN Area	1	15,440		6,686		1,064		—		23,190
New York / New Jersey Metro Area	6	15,249		5,001		670		—		20,920
Orlando, FL Area	2	5,759		382		396		—		6,537
Philadelphia, PA Area	3	6,440		664		262		—		7,366
San Diego, CA Area	2	5,596		256		367		—		6,219
San Francisco - Oakland, CA Metro Area	7	16,986		1,431		756		—		19,173
Tampa, FL Area	2	6,588		1,653		329		—		8,570
Washington D.C. - MD - VA Area	9	35,115		6,581		2,159		—		43,855
Other Areas	36	80,429		12,626		5,591		—		98,646
Orlando WorldQuest	—	1,243		59		314		—		1,616
Disposed properties	1	1,720		308		61		—		2,089
Corporate	—	—		—		—		828		828
Total	100	$	275,528	$	54,316	$	17,423	$	828	$	348,095

13

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

	Six Months Ended June 30, 2023
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	10	$	40,809	$	10,168	$	3,273	$	—	$	54,250
Boston, MA Area	2	27,910		2,754		3,055		—		33,719
Dallas / Ft. Worth, TX Area	7	32,160		9,294		1,994		—		43,448
Houston, TX Area	3	13,987		5,252		481		—		19,720
Los Angeles, CA Metro Area	6	43,348		9,393		2,406		—		55,147
Miami, FL Metro Area	2	14,729		5,078		438		—		20,245
Minneapolis - St. Paul, MN	2	6,355		2,057		434		—		8,846
Nashville, TN Area	1	28,586		14,942		1,724		—		45,252
New York / New Jersey Metro Area	6	29,360		10,572		1,491		—		41,423
Orlando, FL Area	2	13,235		919		1,016		—		15,170
Philadelphia, PA Area	3	10,973		1,179		497		—		12,649
San Diego, CA Area	2	10,340		646		684		—		11,670
San Francisco - Oakland, CA Metro Area	7	33,916		3,804		1,402		—		39,122
Tampa, FL Area	2	17,342		3,997		922		—		22,261
Washington D.C. - MD - VA Area	9	67,467		13,157		4,241		—		84,865
Other Areas	36	154,376		27,455		10,997		—		192,828
Orlando WorldQuest	—	1,977		71		543		—		2,591
Corporate	—	—		—		—		1,429		1,429
Total	100	$	546,870	$	120,738	$	35,598	$	1,429	$	704,635

	Six Months Ended June 30, 2022
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	9	$	31,205	$	7,485	$	2,349	$	—	$	41,039
Boston, MA Area	2	21,938		2,630		2,419		—		26,987
Dallas / Ft. Worth, TX Area	7	27,278		6,363		1,853		—		35,494
Houston, TX Area	3	11,783		3,689		392		—		15,864
Los Angeles, CA Metro Area	6	38,501		6,602		2,372		—		47,475
Miami, FL Metro Area	2	14,005		4,186		519		—		18,710
Minneapolis - St. Paul, MN	2	4,942		1,370		174		—		6,486
Nashville, TN Area	1	26,336		12,009		2,030		—		40,375
New York / New Jersey Metro Area	6	23,318		7,447		1,190		—		31,955
Orlando, FL Area	2	11,576		695		751		—		13,022
Philadelphia, PA Area	3	10,274		1,006		473		—		11,753
San Diego, CA Area	2	9,257		419		667		—		10,343
San Francisco - Oakland, CA Metro Area	7	27,343		2,404		1,371		—		31,118
Tampa, FL Area	2	14,211		3,028		624		—		17,863
Washington D.C. - MD - VA Area	9	51,834		9,431		3,471		—		64,736
Other Areas	36	141,976		21,582		10,406		—		173,964
Orlando WorldQuest	—	2,395		107		651		—		3,153
Disposed properties	1	2,686		623		147		—		3,456
Corporate	—	—		—		—		1,440		1,440
Total	100	$	470,858	$	91,076	$	31,859	$	1,440	$	595,233

14

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

4. Investments in Hotel Properties, net

Investments in hotel properties, net consisted of the following (in thousands):

	June 30, 2023		December 31, 2022
Land	$	627,368	$	622,759
Buildings and improvements	3,610,472		3,650,464
Furniture, fixtures and equipment	209,506		222,665
Construction in progress	97,558		21,609
Condominium properties	—		9,889
Hilton Marietta finance lease	17,269		18,998
Total cost	4,562,173		4,546,384
Accumulated depreciation	(1,414,596)		(1,428,053)
Investments in hotel properties, net	$	3,147,577	$	3,118,331

Consolidation of VIE

On May 31, 2023, Ashford Trust obtained the ability to exercise its kick-out rights of the manager of 815 Commerce MM, which is developing the Le Meridien hotel in Fort Worth, Texas. As a result, Ashford Trust became the primary beneficiary and began consolidating 815 Commerce MM. The hotel property under development is subject to a 99-year lease of the land and building that has been accounted for as a failed sale and leaseback as described below.

The Company determined that 815 Commerce MM is a VIE that is not a business. As such, the Company measured and recognized 100% of the identifiable assets acquired, the liabilities assumed and any noncontrolling interests of 815 Commerce MM, at fair value. The Company recognized a gain of $1.1 million that represented the difference between the fair value of the assets and liabilities recognized, the fair value of the non-controlling interest and the previous carrying value of the Company’s investment in 815 Commerce MM. The gain is included in “gain (loss) on consolidation of VIE and disposition of assets” in the consolidated statements of operations.

The following table summarizes the assets and liabilities of 815 Commerce MM that were initially consolidated upon Ashford Trust becoming the primary beneficiary (in thousands):

Land	$	4,609
Construction in progress	56,591
Restricted cash	18,201
Deferred costs	92
Indebtedness	(35,052)
Other finance liability	(26,729)
Accounts payable and accrued expenses	(88)
Accrued interest payable	(104)
Noncontrolling interest in consolidated entities	(7,961)
Investment in 815 Commerce MM	$	9,559

Other Finance Liability

On November 10, 2021, the 815 Commerce LLC entered into a purchase and sale agreement. Pursuant to the purchase and sale agreement, 815 Commerce LLC sold its land and building in Fort Worth, Texas (the "Property") for $30.4 million. Concurrent with the sale of the Property, 815 Commerce LLC entered into a ninety-nine-year lease agreement (the “Lease Agreement”), whereby 815 Commerce LLC will lease back the Property at an annual rental rate of approximately $1.5 million, subject to annual rent increases of 2.0%. Under the Lease Agreement, 815 Commerce LLC has a purchase option between 90-180 days prior to the commencement of the 36th lease year.

15

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

In accordance with ASC 842, Leases, this transaction was recorded as a failed sale and leaseback as there are not alternative assets, substantially the same as the transferred asset, readily available in the marketplace for the repurchase option to qualify as a sale leaseback. Upon consolidation of 815 Commerce LLC in May 2023, the Company utilized a discount rate of 8.2% to determine the fair value of the finance liability. As of June 30, 2023 no depreciation has been recorded as the building is under development. The finance liability of $26.7 million is recognized in “other finance liability” on the Company's consolidated balance sheet as of June 30, 2023.

5. Hotel Disposition and Impairment Charges and Assets Held For Sale

Hotel Disposition

The results of operations for disposed hotel properties are included in net income (loss) through the date of disposition. See note 2 for the fiscal year 2022 hotel property disposition. The following table includes condensed financial information from the hotel property disposition that occurred in 2022 for the three and six months ended June 30, 2022 (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2022		2022
Total hotel revenue	$	2,089	$	3,456
Total hotel operating expenses	(1,624)		(2,976)
Property taxes, insurance and other	(150)		(299)
Depreciation and amortization	(593)		(1,203)
Operating income (loss)	(278)		(1,022)
Interest expense and amortization of discounts and loan costs	(394)		(748)
Income (loss) before income taxes	(672)		(1,770)
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership	6		13
Net income (loss) before income taxes attributable to the Company	$	(666)	$	(1,757)

Impairment Charges

For the three and six months ended June 30, 2023 and 2022, no impairment charges were recorded.

Assets Held For Sale

On April 17, 2023, the Company entered into a purchase and sale agreement for WorldQuest. As of June 30, 2023, WorldQuest was classified as held for sale. We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. Depreciation and amortization ceased as of the date the assets were deemed held for sale. Since the sale of WorldQuest does not represent a strategic shift that has (or will have) a major effect on our operations or financial results, its results of operations were not reported as discontinued operations in the consolidated financial statements. See note 19.

16

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The major classes of assets and liabilities related to assets held for sale included in the consolidated balance sheet at June 30, 2023 were as follows:

	June 30, 2023
Assets
Investments in hotel properties, net	$	7,961
Cash and cash equivalents	2,513
Accounts receivable, net	999
Inventories	49
Prepaid expenses	100
Other assets	29
Due from Ashford Inc., net	2
Assets held for sale	$	11,653
Liabilities
Accounts payable and accrued expenses	608
Liabilities related to assets held for sale	$	608

6. Investments in Unconsolidated Entities

OpenKey, which is controlled and consolidated by Ashford Inc., is a hospitality-focused mobile key platform that provides a universal smart phone app and related hardware and software for keyless entry into hotel guest rooms. Our investment is recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheets and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. As of June 30, 2023, the Company has made investments in OpenKey totaling approximately $5.5 million.

At December 31, 2022, the Company held an investment in 815 Commerce MM of approximately $8.5 million, which is developing the Le Meridien Fort Worth. Our investment was recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheet and was accounted for under the equity method of accounting as we were deemed to have significant influence over the entity under the applicable accounting guidance. During the second quarter of 2023, Ashford Trust obtained the ability to exercise their kick-out rights of the manager of 815 Commerce MM. As a result, Ashford Trust became the primary beneficiary and consolidated 815 Commerce MM. See note 2. As a result of consolidating 815 Commerce MM, the Company’s investment is no longer reflected in “investments in unconsolidated entities” on the consolidated balance sheet.

In November 2022, the Company made an initial investment of $9.1 million in an entity that owns the Meritage Investment in Napa, CA. Our investment is recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheets and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance.

The following table summarizes our carrying value and ownership interest in unconsolidated entities:

	June 30, 2023			December 31, 2022
Carrying value of the investment in OpenKey (in thousands)	$	1,801		$	2,103
Ownership interest in OpenKey	15.1		%	15.1		%
Carrying value of the Meritage Investment (in thousands)	$	8,716		$	8,991

17

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table summarizes our equity in earnings (loss) of unconsolidated entities (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
OpenKey	$	(152)	$	(151)	$	(302)	$	(304)
Meritage Investment	(29)		—		(275)		—
	$	(181)	$	(151)	$	(577)	$	(304)

We review our investments in unconsolidated entities for impairment each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of the investment. Any other-than-temporary impairment is recorded in equity in earnings (loss) of unconsolidated entities. No impairment charges were recorded during the three and six months ended June 30, 2023 and 2022.

18

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

7. Indebtedness, net

Indebtedness consisted of the following (in thousands):

								June 30, 2023		December 31, 2022
Indebtedness	Collateral		Maturity	Interest Rate (1)			Default Rate (2)	Debt Balance		Debt Balance
Mortgage loan (5)	1	hotel	June 2023	LIBOR(3) +	2.45	%	n/a	$	—	$	73,450
Mortgage loan (6)	7	hotels	June 2023	LIBOR(3) +	3.65	%	4.00%	180,720		180,720
Mortgage loan (6)	7	hotels	June 2023	LIBOR(3) +	3.39	%	4.00%	174,400		174,400
Mortgage loan (6)	5	hotels	June 2023	LIBOR(3) +	3.68	%	4.00%	215,120		215,120
Mortgage loan (5)	1	hotel	November 2023	SOFR(4) +	2.80	%	n/a	—		25,000
Mortgage loan (7)	17	hotels	November 2023	LIBOR(3) +	3.13	%	n/a	415,000		415,000
Mortgage loan (8)	1	hotel	December 2023	SOFR(4) +	2.85	%	n/a	15,214		15,290
Mortgage loan	1	hotel	January 2024		5.49	%	n/a	6,269		6,345
Mortgage loan	1	hotel	January 2024		5.49	%	n/a	9,149		9,261
Term loan (9)		Equity	January 2024		14.00	%	n/a	195,959		195,959
Mortgage loan (10)	8	hotels	February 2024	LIBOR(3) +	3.17	%	n/a	345,000		395,000
Mortgage loan (11)	2	hotels	March 2024	LIBOR(3) +	2.75	%	n/a	240,000		240,000
Mortgage loan (12)	19	hotels	April 2024	LIBOR(3) +	3.47	%	n/a	862,027		907,030
Mortgage loan	1	hotel	May 2024		4.99	%	n/a	5,691		5,819
Mortgage loan (13)	1	hotel	June 2024	SOFR(4) +	2.00	%	n/a	8,881		8,881
Mortgage loan (14)	5	hotels	June 2024	LIBOR(3) +	3.86	%	n/a	158,689		221,040
Mortgage loan (15)	5	hotels	June 2024	LIBOR(3) +	4.15	%	n/a	262,640		262,640
Mortgage loan (16)	5	hotels	June 2024	LIBOR(3) +	2.85	%	n/a	160,000		160,000
Mortgage loan	2	hotels	August 2024		4.85	%	n/a	11,048		11,172
Mortgage loan	3	hotels	August 2024		4.90	%	n/a	22,101		22,349
Mortgage loan (17)	1	hotel	November 2024	LIBOR(3) +	4.65	%	n/a	—		85,552
Mortgage loan (17)	1	hotel	November 2024	SOFR(4) +	4.76	%	n/a	86,000		—
Mortgage loan (18)	1	hotel	December 2024	SOFR(4) +	4.00	%	n/a	37,000		37,000
Mortgage loan	3	hotels	February 2025		4.45	%	n/a	46,303		46,918
Mortgage loan	1	hotel	March 2025		4.66	%	n/a	23,036		23,326
Mortgage loan (19)	1	hotel	August 2025	SOFR(4) +	3.91	%	n/a	98,000		98,000
Mortgage loan (5)	2	hotels	May 2026	SOFR(4) +	4.00	%	n/a	98,450		—
								3,676,697		3,835,272
Bridge loan (20) (22)	1	hotel	November 2023		5.00%		n/a	19,889		—
Environmental loan (22)	1	hotel	April 2024		10.00%		n/a	510		—
TIF loan (22)	1	hotel	July 2024		4.75%		n/a	5,609		—
Construction loan (21) (22)	1	hotel	May 2033	LIBOR(3) +	8.39%		n/a	10,607		—
								36,615		—
Total indebtedness								3,713,312		3,835,272
Premiums (discounts), net								(12,225)		(20,249)
Capitalized default interest and late charges								3,494		8,363
Deferred loan costs, net								(11,339)		(8,530)
Embedded debt derivative								22,660		23,687
Indebtedness, net								$	3,715,902	$	3,838,543

_____________________________

(1)    Interest rates do not include default or late payment rates in effect on some mortgage loans.

(2)     Default rates are presented for mortgage loans which were in default, in accordance with the terms and conditions of the applicable mortgage agreement, as of June 30, 2023. The default rate is accrued in addition to the stated interest rate.

(3)    LIBOR rates were 5.218% and 4.392% at June 30, 2023 and December 31, 2022, respectively.

(4)    SOFR rates were 5.141% and 4.358% at June 30, 2023 and December 31, 2022, respectively.

(5)    On May 19, 2023, we refinanced this mortgage loan with a new $98.5 million mortgage loan with a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of SOFR + 4.00% and has a SOFR floor of 0.50%.

19

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(6)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period ended in June 2022. The paydown that was required in order to exercise the fourth one-year extension option was not made. As a result, effective June 9, 2023, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest has been accrued, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheet and statement of operations.

(7)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in November 2022.

(8)    This loan has two one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in December 2022.

(9)     This term loan has two one-year extension options, subject to satisfaction of certain conditions. Effective January 15, 2023, the interest rate decreased from 16% to 14% in accordance with the terms and conditions of the loan agreement.

(10)    On February 9, 2023, we amended this mortgage loan. Terms of the amendment included a principal pay down of $50.0 million, and the variable interest rate increased from LIBOR + 3.07% to LIBOR + 3.17%. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in February 2023.

(11)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in March 2023.

(12)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in April 2023. In accordance with exercising the fourth one-year extension option, we repaid $45.0 million of principal and the variable interest rate increased from LIBOR + 3.20% to LIBOR + 3.47%.

(13)    This mortgage loan has a SOFR floor of 2.00%.

(14) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began effective June 2023. In accordance with exercising the extension option, we repaid $62.4 million of principal and the variable interest rate increased from LIBOR + 3.73% to LIBOR + 3.86%.

(15)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in June 2023. In accordance with exercising the extension option, the interest rate increased from LIBOR + 4.02% to LIBOR + 4.15%. On July 5, 2023, we repaid $25.6 million of principal, reducing the outstanding principal balance to $237.1 million, in accordance with exercising the fourth extension option.

(16)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began effective June 2023. In accordance with exercising the extension option, the interest rate increased from LIBOR + 2.73% to LIBOR + 2.85%. On July 7, 2023, we repaid $41.0 million of principal, reducing the outstanding principal balance to $119.0 million, in accordance with exercising the fourth extension option.

(17)    On January 27, 2023, we drew the remaining $449,000 of the $2.0 million additional funding available to replenish restricted cash balances in accordance with the terms of the mortgage loan. Effective June 30, 2023, we replaced the variable interest rate of LIBOR + 4.65% with SOFR + 4.76% in accordance with the terms and conditions of the loan agreement. This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions.

(18)    This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 0.50%.

(19)    This mortgage loan has one one-year extension option, subject to satisfaction of certain conditions.

(20)     This loan has one six-month extension option, subject to satisfaction of certain conditions.

(21)    In accordance with the terms of the loan agreement, this loan converts to a term loan effective August 2023. Upon the term loan effective date, this loan will bear interest at a fixed rate of 6.81% plus the higher of the a) five-year swap rate and b) 0.94%. The term loan matures in May 2033.

(22)    This loan is associated with 815 Commerce MM. See discussion in notes 2, 4 and 6.

We recognized net premium (discount) amortization as presented in the table below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Interest expense and amortization of discounts and loan costs	$	(4,657)	$	(2,913)	$	(8,830)	$	(5,611)

The amortization of the net premium (discount) is computed using a method that approximates the effective interest method.

During the years ended December 31, 2021 and 2020 the Company entered into forbearance and other agreements which were evaluated to be considered troubled debt restructurings due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. As a result of the troubled debt restructurings all accrued default interest and late charges were capitalized into the applicable loan balances and are being amortized over the remaining term of the loan using the effective interest method. The amount of the capitalized principal that was amortized during the three and six months ended June 30, 2023 and 2022, was $1.8 million and $3.8 million and $4.9 million and $7.6 million, respectively. These amounts are included as a reduction to “interest expense and amortization of discounts and loan costs” in the consolidated statements of operations.

On June 21, 2023, the Company and Ashford Hospitality Limited Partnership (the “Borrower”), an indirect subsidiary of the Company, entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”) with certain funds and accounts managed by Oaktree Capital Management, L.P. (the “Lenders”) and Oaktree Fund Administration, LLC. Amendment No. 2, subject to the conditions set forth therein, provides that, among other things:

20

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(i)    the Delayed Draw Term Loan (“DDTL”) commitment expiration date will be July 7, 2023, or such earlier date that the Borrower makes an Initial DDTL draw to be used by the Borrower to prepay certain mortgage indebtedness;

(ii)    notwithstanding the occurrence of the DDTL commitment expiration date, up to $100,000,000 of Initial DDTLs will be made available by the Lenders for a period of twelve (12) months ending July 7, 2024, subject to the Borrower paying an unused fee of 9% per annum on the undrawn amount;

(iii)    Ashford Trust and the Borrower will be permitted to make certain restricted payments, including without limitation dividends on Ashford Trust’s preferred stock, without having to maintain unrestricted cash in an amount not less than the sum of (x) $100,000,000 plus (y) the aggregate principal amount of DDTLs advanced prior to the date thereof or contemporaneously therewith;

(iv)    a default on certain pool mortgage loans will not be counted against the $400,000,000 mortgage debt threshold amount;

(v)    for purposes of the mortgage debt threshold amount, a certain mortgage loan, with a current aggregate principal amount of $415,000,000, will be deemed to have a principal amount of $400,000,000; and

(vi)    when payable by the Borrower under the Credit Agreement, at least 50% of the exit fee shall be paid as a cash exit fee.

The KEYS mortgage loans were entered into on June 13, 2018, each of which had a two-year initial term and five one-year extension options. In order to qualify for a one-year extension in June of 2023, each KEYS loan pool was required to achieve a certain debt yield test. The Company extended its KEYS Pool C loan with a paydown of approximately $62.4 million, its KEYS Pool D loan with a paydown of approximately $25.6 million, and its KEYS Pool E loan with a paydown of approximately $41.0 million. On June 9, 2023 the Company received a thirty-day extension to satisfy the extension conditions in order to negotiate modifications to the respective extension tests. Subsequent to June 30, 2023 the Company elected not to make the required paydowns to extend its KEYS Pool A loan ($180.7 million debt balance with a book value of collateral of $124.1 million), KEYS Pool B loan ($174.4 million debt balance with a book value of collateral of $116.0 million) and KEYS Pool F loan ($215.1 million debt balance with a book value of collateral of $160.2 million), thereby defaulting on such loans. Below is a summary of the hotel properties securing the KEYS mortgage loans:

KEYS A Loan Pool

Courtyard Columbus Tipton Lakes – Columbus, IN

Courtyard Old Town – Scottsdale, AZ

Residence Inn Hughes Center – Las Vegas, NV

Residence Inn Phoenix Airport – Phoenix, AZ

Residence Inn San Jose Newark – Newark, CA

SpringHill Suites Manhattan Beach – Hawthorne, CA

SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA

KEYS B Loan Pool

Courtyard Basking Ridge – Basking Ridge, NJ

Courtyard Newark Silicon Valley – Newark, CA

Courtyard Oakland Airport – Oakland, CA

Courtyard Plano Legacy Park – Plano, TX

Residence Inn Plano – Plano, TX

SpringHill Suites BWI Airport – Baltimore, MD

TownePlace Suites Manhattan Beach – Hawthorne, CA

KEYS C Loan Pool

Hyatt Coral Gables – Coral Gables, FL

Hilton Ft. Worth – Fort Worth, TX

Hilton Minneapolis Airport – Bloomington, MN

Sheraton San Diego – San Diego, CA

Sheraton Bucks County, PA – Langhorne, PA

21

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

KEYS D Loan Pool

Marriott Beverly Hills – Los Angeles, CA

One Ocean Resort – Atlantic Beach, FL

Marriott Suites Dallas – Dallas, TX

Hilton Santa Fe – Santa Fe, NM

Embassy Suites Dulles – Herndon, VA

KEYS E Loan Pool

Marriott Fremont – Fremont, CA

Embassy Suites Philadelphia – Philadelphia, PA

Marriott Memphis – Memphis, TN

Sheraton Anchorage – Anchorage, AK

Lakeway Resort Austin – Lakeway, TX

KEYS F Loan Pool

Embassy Suites Flagstaff – Flagstaff, AZ

Embassy Suites Walnut Creek – Walnut Creek, CA

Marriott Bridgewater – Bridgewater, NJ

Marriott Research Triangle Park – Durham, NC

W Atlanta Downtown – Atlanta, GA

We have extension options relating to certain property-level loans that will permit us to extend the maturity date of our loans if certain conditions are satisfied at the respective extension dates, including the achievement of debt yield targets required in order to extend such loans. To the extent we decide to extend the maturity date of the debt outstanding under the loans, we may be required to prepay a significant amount of the loans in order to meet the required debt yield targets.

Effective June 30, 2023, LIBOR is no longer published. Accordingly all variable interest rate mortgage loans held by the Company that used the LIBOR index transitioned to SOFR beginning on July 1, 2023. Not all lenders will execute loan amendment documents and instead will defer to original loan documents that dictate changes in index rates.

If we violate covenants in our debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. As of June 30, 2023, we were in compliance with all covenants related to mortgage loans, with the exception of the KEYS Pools A, KEYS Pool B and KEYS Pool F mortgage loans discussed above. We were also in compliance with all covenants under the senior secured term loan facility with Oaktree Capital Management L.P. (“Oaktree”). The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP.

In conjunction with the development of the Le Meridien in Fort Worth, Texas, which was consolidated as of May 31, 2023, the Company recorded $566,000 of capitalized interest during the three and six months ended June 30, 2023, which is included in “investment in hotel properties, net” in our consolidated balance sheets. The total amount of capitalized interest on the development was $6.0 million as of June 30, 2023. See note 4.

8. Notes Receivable, Net and Other

Notes receivable, net are summarized in the table below (dollars in thousands):

	Interest Rate		June 30, 2023		December 31, 2022
Certificate of Occupancy Note (1) (3)
Face amount	7.0	%	$	5,250	$	5,250
Discount (2)			(9)		(188)
Notes receivable, net			$	5,241	$	5,062

____________________________________

(1)    The outstanding principal balance and all accrued and unpaid interest is due and payable on or before July 9, 2025. The note was paid in full on July 14, 2023.

(2)    The discount represents the imputed interest during the interest-free period. Interest begins accruing on July 9, 2023.

22

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(3)    The note receivable is secured by the 1.65-acre land parcel adjacent to the Hilton St. Petersburg Bayfront.

No cash interest income was recorded for the three and six months ended June 30, 2023 and 2022.

We recognized discount amortization income as presented in the table below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Other income (expense)	$	90	$	84	$	179	$	166

On September 1, 2022, the Company sold the Sheraton Ann Arbor. See note 5. Under the purchase and sale agreement, $1.5 million of the sales price is deferred, interest free, until the last day of the 24th month following the closing date (September 30, 2024). The components of the receivable, which is included in “other assets” in the consolidated balance sheet, are summarized below (dollars in thousands):

	Imputed Interest Rate		June 30, 2023		December 31, 2022
Deferred Receivable
Face amount	10.0	%	$	1,500	$	1,500
Discount (1)			(176)		(240)
			$	1,324	$	1,260

_______________

(1)    The discount represents the imputed interest during the interest-free period.

We recognized discount amortization income as presented in the table below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
Line Item	2023		2023
Other income (expense)	$	32	$	64

We review receivables for impairment each reporting period. Under the model, the Company estimates credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument and is required to record a credit loss expense (or reversal) in each reporting period. Our assessment of impairment is based on considerable management judgment and assumptions. No impairment charges were recorded for the three and six months ended June 30, 2023 and 2022.

9. Derivative Instruments and Hedging

Interest Rate Derivatives—We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows, which include interest rate caps. To mitigate nonperformance risk, we routinely use a third party’s analysis of the creditworthiness of the counterparties, which supports our belief that the counterparties’ nonperformance risk is limited. All derivatives are recorded at fair value. Payments from counterparties on in-the-money interest rate caps are recognized as realized gains on our consolidated statements of operations.

23

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table presents a summary of our interest rate derivatives entered into over each applicable period:

	Six Months Ended June 30,
	2023				2022
Interest rate caps:
Notional amount (in thousands)	$	1,704,167		(1)	$	2,873,651		(1)
Strike rate low end of range	4.00		%		3.00		%
Strike rate high end of range	6.90		%		4.00		%
Effective date range	February 2023 - June 2023				January 2022 - June 2022
Termination date range	February 2024 - June 2025				January 2023 - July 2023
Total cost (in thousands)	$	14,184			$	5,255

_______________

(1)These instruments were not designated as cash flow hedges.

We held interest rate instruments as summarized in the table below:

	June 30, 2023				December 31, 2022
Interest rate caps:
Notional amount (in thousands)	$	4,168,907		(1)	$	3,549,941		(1)
Strike rate low end of range	2.00		%		2.00		%
Strike rate high end of range	6.90		%		5.50		%
Termination date range	July 2023 - June 2025				January 2023 - January 2025
Aggregate principal balance on corresponding mortgage loans (in thousands)	$	2,355,380			$	3,505,242

_______________

(1)These instruments were not designated as cash flow hedges.

Compound Embedded Debt Derivative—Based on certain provisions in the Oaktree Credit Agreement, the Company is required to pay an exit fee. Under the applicable accounting guidance, the exit fee is considered an embedded derivative liability that meets the criteria for bifurcation from the debt host. There were other features that were bifurcated, but did not have a material value. The embedded debt derivative was initially measured at fair value and the fair value of the embedded debt derivative is estimated at each reporting period. See note 10.

10. Fair Value Measurements

Fair Value Hierarchy—For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the marketplace as discussed below:

•Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally are obtained from exchange or dealer markets.

•Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

•Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

The fair value of interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rose above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (SOFR forward curves) and volatilities (Level 2 inputs). We also incorporate credit

24

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at June 30, 2023, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 5.141% to 3.686% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.

The Company initially recorded an embedded debt derivative of $43.7 million, which was attributed to the compound embedded derivative liability associated with the Oaktree term loan.

The compound embedded derivative liability is considered a Level 3 measurement due to the utilization of significant unobservable inputs in the valuation, which were based on ‘with and without’ valuation models. Based on the terms and provisions of the Oaktree Credit Agreement, with the assistance of a valuation specialist, the Company utilized a risk neutral model to estimate the fair value of the embedded derivative features requiring bifurcation as of the respective issuance dates and as of the June 30, 2023 reporting date. The risk neutral model is designed to utilize market data and the Company’s best estimate of the timing and likelihood of the settlement events that are related to the embedded derivative features in order to estimate the fair value of the respective notes with these embedded derivative features.

The fair value of the notes with the derivative features is compared to the fair value of a plain vanilla note (excluding the derivative features), which is calculated based on the present value of the future default adjusted expected cash flows. The difference between the two values represents the fair value of the bifurcated derivative features as of each respective valuation date.

The key inputs to the valuation models that were utilized to estimate the fair value of the embedded debt derivative are described as follows:

•the default probability-weighted exit fee and prepayment cash flows are based on the contractual terms of the Oaktree Credit Agreement and the expectation of an acceleration event, including default, of the Company;

•the remaining term was determined based on the expected remaining term of the related note with embedded features subject to valuation (as of the respective valuation date);

•the Company’s equity volatility estimate was based on the historical equity volatility of the Company, based on the remaining expected term of the respective loans;

•the risk-free rate was the discount rate utilized in the valuation and was determined based on reference to market yields for U.S. treasury debt instruments with similar terms;

•the recovery rate assumed upon occurrence of a default event was estimated based upon recovery rate data published by credit rating agencies specific to the seniority of the notes; and

•the probabilities and timing of a default-related acceleration event were estimated using an annualized probability of default which was implied from the debt issuance proceeds as of the issuance date, and updated utilizing relevant market data including market observed option-adjusted spreads as of June 30, 2023.

25

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table includes a summary of the compound embedded derivative liabilities measured at fair value using significant unobservable (Level 3) inputs (in thousands):

	Fair Value
Balance at December 31, 2021	$	27,906
Re-measurement of fair value	(932)
Balance at March 31, 2022	26,974
Re-measurement of fair value	(2,977)
Balance at June 30, 2022	23,997
Re-measurement of fair value	(719)
Balance at September 30, 2022	23,278
Re-measurement of fair value	409
Balance at December 31, 2022	23,687
Re-measurement of fair value	934
Balance at March 31, 2023	24,621
Re-measurement of fair value	(1,961)
Balance at June 30, 2023	$	22,660

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):

	Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
June 30, 2023:
Assets
Derivative assets:
Interest rate derivatives - caps	$	—	$	36,532	$	—	$	36,532	(1)
Total	$	—	$	36,532	$	—	$	36,532
Liabilities
Embedded debt derivative	$	—	$	—	$	(22,660)	$	(22,660)	(2)
Net	$	—	$	36,532	$	(22,660)	$	13,872
December 31, 2022:
Assets
Derivative assets:
Interest rate derivatives - caps	$	—	$	47,182	$	—	$	47,182	(1)
Total	$	—	$	47,182	$	—	$	47,182
Liabilities
Embedded debt derivative	$	—	$	—	$	(23,687)	$	(23,687)	(2)
Net	$	—	$	47,182	$	(23,687)	$	23,495

____________________________________

(1)    Reported net as “derivative assets” in our consolidated balance sheets.

(2)    Reported in “indebtedness, net” in our consolidated balance sheets.

Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations

The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands):

26

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

	Gain (Loss) Recognized in Income
	Three Months Ended June 30,
	2023			2022
Assets
Derivative assets:
Interest rate derivatives - caps	$	10,621		$	3,097
Total	$	10,621		$	3,097
Liabilities
Derivative liabilities:
Embedded debt derivative	$	1,962		$	2,977
Net	$	12,583		$	6,074
Total combined
Interest rate derivatives - caps	$	(1,345)		$	3,097
Embedded debt derivative	1,962			2,977
Unrealized gain (loss) on derivatives	617		(1)	6,074		(1)
Realized gain (loss) on interest rate caps	11,966		(1) (2)	—
Net	$	12,583		$	6,074

____________________________________

(1)    Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.

(2)    Represents settled and unsettled payments from counterparties on interest rate caps.

	Gain (Loss) Recognized in Income
	Six Months Ended June 30,
	2023			2022
Assets
Derivative assets:
Interest rate derivatives - caps	$	6,141		$	5,376
Total	$	6,141		$	5,376
Liabilities
Derivative liabilities:
Embedded debt derivative	$	1,027		$	3,909
Net	$	7,168		$	9,285
Total combined
Interest rate derivatives - caps	$	(15,352)		$	5,376
Embedded debt derivative	1,027			3,909
Unrealized gain (loss) on derivatives	(14,325)		(1)	9,285		(1)
Realized gain (loss) on interest rate caps	21,493		(1) (2)	—
Net	$	7,168		$	9,285

____________________________________

(1)    Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.

(2)    Represents settled and unsettled payments from counterparties on interest rate caps.

27

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

11. Summary of Fair Value of Financial Instruments

Determining estimated fair values of our financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):

	June 30, 2023				December 31, 2022
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets measured at fair value:
Derivative assets	$	36,532	$	36,532	$	47,182	$	47,182
Financial liabilities measured at fair value:
Embedded debt derivative	$	22,660	$	22,660	$	23,687	$	23,687
Financial assets not measured at fair value:
Cash and cash equivalents (1)	$	254,060	$	254,060	$	417,064	$	417,064
Restricted cash	167,473		167,473		141,962		141,962
Accounts receivable, net (1)	58,382		58,382		49,809		49,809
Notes receivable, net	5,241		4,979 to 5,503		5,062		4,809 to 5,315
Due from Ashford Inc., net	—		—		486		486
Due from related parties, net	2,731		2,731		6,570		6,570
Due from third-party hotel managers	19,035		19,035		22,462		22,462
Financial liabilities not measured at fair value:
Indebtedness	$	3,701,087	$3,374,340 to $3,729,533		$	3,815,023	$3,500,635 to $3,869,122
Accounts payable and accrued expenses (1)	134,773		134,773		115,970		115,970
Accrued interest payable	15,602		15,602		15,287		15,287
Dividends and distributions payable	3,378		3,378		3,118		3,118
Due to Ashford Inc., net (1)	8,030		8,030		—		—
Due to third-party hotel managers	1,459		1,459		1,319		1,319

____________________________________

(1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of June 30, 2023.

Cash, cash equivalents and restricted cash. These financial assets bear interest at market rates and have original maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.

Accounts receivable, net, accounts payable and accrued expenses, accrued interest payable, dividends and distributions payable, due to/from related parties, net, due to/from Ashford Inc., net and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique.

Notes receivable, net. The carrying amount of notes receivable, net approximates its fair value. We estimate the fair value of the notes receivable, net to be approximately 95.0% and 105.0% of the carrying value of $5.2 million at June 30, 2023 and approximately 95.0% to 105.0% of the carrying value of $5.1 million at December 31, 2022. This is considered a Level 2 valuation technique.

Derivative assets and embedded debt derivative. See notes 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values.

Indebtedness. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. Current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied and adjusted for credit spreads. Credit spreads take into consideration general market conditions, maturity, and collateral. We estimated the fair value of total indebtedness to be approximately 91.2% to 100.8% of the carrying value of $3.7 billion at June 30, 2023 and approximately 91.8% to 101.4% of the carrying value of $3.8 billion at December 31, 2022. These fair value estimates are considered a Level 2 valuation technique.

28

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

12. Income (Loss) Per Share

Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share.

The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per-share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Income (loss) allocated to common stockholders - basic and diluted:
Income (loss) attributable to the Company	$	(24,608)	$	(6,170)	$	(85,530)	$	(61,600)
Less: dividends on preferred stock	(3,752)		(3,104)		(6,995)		(6,207)
Less: deemed dividends on redeemable preferred stock	(826)		—		(1,233)		—
Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted	$	(29,186)	$	(9,274)	$	(93,758)	$	(67,807)
Weighted average common shares outstanding:
Weighted average shares outstanding - basic and diluted	34,429		34,330		34,385		34,300
Basic income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(0.85)	$	(0.27)	$	(2.73)	$	(1.98)
Diluted income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(0.85)	$	(0.27)	$	(2.73)	$	(1.98)

Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Income (loss) allocated to common stockholders is not adjusted for:
Income (loss) attributable to redeemable noncontrolling interests in operating partnership	$	(349)	$	(76)	$	(949)	$	(448)
Dividends on preferred stock - Series J (inclusive of deemed dividends)	1,420		—		1,933		—
Dividends on preferred stock - Series K (inclusive of deemed dividends)	54		—		88		—
Total	$	1,125	$	(76)	$	1,072	$	(448)
Weighted average diluted shares are not adjusted for:
Effect of assumed conversion of operating partnership units	400		281		367		258
Effect of assumed issuance of shares for term loan exit fee	1,745		1,745		1,745		1,745
Effect of assumed conversion of preferred stock - Series J	6,764		—		4,111		—
Effect of assumed conversion of preferred stock - Series K	344		—		203		—
Total	9,253		2,026		6,426		2,003

13. Redeemable Noncontrolling Interests in Operating Partnership

Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and the units issued under our Long-Term Incentive Plan (the “LTIP

29

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

units”) that are vested. Each common unit may be redeemed for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement.

LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods of three years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership.

The compensation committee of the board of directors of the Company may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Ashford Trust OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period.

In March 2023, the Company granted approximately 282,000 Performance LTIP units, representing 250% of the target, and a vesting period of approximately three years. During the second quarter, the Company’s stockholders approved an increase to the incentive stock plan, which is sufficient to cover the expected settlements. The 2023 awards, which were originally classified as liability awards, are now classified as equity awards, within temporary equity, which resulted in a remeasurement of the award at a new fair value of $4.93 per share.

With respect to the 2021, 2022 and 2023 award agreements, the criteria for the Performance LTIP units are based on performance conditions and market conditions under the relevant literature. The corresponding compensation cost is recognized, based on the applicable measurement date fair value of the award, ratably over the service period for the award as the service is rendered, which may vary from period to period, as the number of performance grants earned may vary based on the estimated probable achievement of certain performance targets (performance conditions). The number of Performance LTIP Units to be earned based on the applicable performance conditions is determined upon the final vesting date. The initial calculation of the Performance LTIP units earned can range from 0% to 200% of target, which is further subjected to a specified absolute total stockholder return modifier (market condition) based on the formulas determined by the Company’s compensation committee on the grant date. This will result in an adjustment (75% to 125%) of the initial calculation of the number of performance awards earned based on the applicable performance targets resulting in a final award calculation ranging from 0% to 250% of the target amount.

As of June 30, 2023, there were approximately 1.6 million Performance LTIP units outstanding, representing 250% of the target number granted for the 2021, 2022 and 2023 grants.

In May 2023, approximately 112,000 LTIP units were issued to independent directors with a fair value of approximately $475,000, which vested immediately upon grant and have been expensed during the three and six months ended June 30, 2023.

As of June 30, 2023, we have issued a total of approximately 2.1 million LTIP and Performance LTIP units, net of Performance LTIP cancellations. All LTIP and Performance LTIP units other than approximately 1.5 million Performance LTIP units and 118,000 LTIP units have reached full economic parity with, and are convertible into, common units upon vesting.

30

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table presents the redeemable noncontrolling interests in Ashford Trust OP and the corresponding approximate ownership percentage:

	June 30, 2023			December 31, 2022
Redeemable noncontrolling interests in Ashford Trust OP (in thousands)	$	22,409		$	21,550
Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands)	$	185,194		$	184,625
Ownership percentage of operating partnership	1.14		%	0.91		%

____________________________________

(1)    Reflects the excess of the redemption value over the accumulated historical costs.

We allocated net (income) loss to the redeemable noncontrolling interests as presented in the table below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	$	349	$	76	$	949	$	448

14. Equity and Equity-Based Compensation

Common Stock Dividends—The board of directors did not declare a quarterly common stock dividend in 2023 or 2022.

Restricted Stock—We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance.

In May 2023, approximately 22,000 shares of common stock were issued to independent directors with a fair value of approximately $95,000, which vested immediately upon grant and have been expensed during the three and six months ended June 30, 2023.

Performance Stock Units—The compensation committee of the board of directors of the Company may authorize the issuance of performance stock units (“PSUs”), which have a cliff vesting period of three years, to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period.

With respect to the 2021, 2022 and 2023 award agreements, the criteria for the PSUs are based on performance conditions and market conditions under the relevant literature. The corresponding compensation cost is recognized, based on the corresponding measurement date fair value of the award, ratably over the service period for the award as the service is rendered, which may vary from period to period, as the number of PSUs earned may vary based on the estimated probable achievement of certain performance targets (performance conditions). The number of PSUs to be earned based on the applicable performance conditions is determined upon the final vesting date. The initial calculation of PSUs earned can range from 0% to 200% of target, which is further subjected to a specified absolute total stockholder return modifier (market condition) based on the formulas determined by the Company’s compensation committee on the grant date. This will result in an adjustment (75% to 125%) of the initial calculation for the number of PSUs earned based on the applicable performance targets resulting in a final award calculation ranging from 0% to 250% of the target amount.

In March 2023, 165,000 PSUs with a vesting period of approximately three years were granted. The 2023 awards may be settled in cash or shares of common stock of the Company solely at the option of the Company. During the second quarter, the Company’s stockholders approved an increase to the incentive stock plan, which is sufficient to cover the expected settlements. The 2023 awards, which were originally classified as liability awards, are now classified as equity awards, which resulted in a remeasurement of the award at a new fair value of $811,000.

31

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Preferred Dividends—The board of directors declared quarterly dividends per share as presented below:

	Three Months Ended June 30,
	2023		2022
8.45% Series D Cumulative Preferred Stock	$	0.5281	$	0.5281
7.375% Series F Cumulative Preferred Stock	0.4609		0.4609
7.375% Series G Cumulative Preferred Stock	0.4609		0.4609
7.50% Series H Cumulative Preferred Stock	0.4688		0.4688
7.50% Series I Cumulative Preferred Stock	0.4688		0.4688

Stock Repurchases—On April 6, 2022 the board of directors approved a stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced the previous repurchase authorization that the board of directors authorized in December 2017. No shares of our common stock or preferred stock were repurchased subject to the repurchase program during the three and six months ended June 30, 2023 and 2022, respectively.

15. Redeemable Preferred Stock

Series J Redeemable Preferred Stock

The Company enters into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series J Redeemable Preferred Stock (the “Series J Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock in a primary offering at a price of $25.00 per share. The Company is also offering a maximum of 8.0 million shares of the Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”).

The Series J Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series K Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series J Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series J Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive and the number of directors then constituting the board shall be increased by two and the holders of such shares of Series J Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series J Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series J Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.

32

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The redemption fee shall be an amount equal to:

•8.0% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series J Preferred Stock to be redeemed;

•5.0% of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed; and

•0% of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed.

The Series J Preferred Stock accrues cash dividends at an annual rate equal to 8.0% per annum of the Stated Value beginning on the date of the first settlement of the Series J Preferred Stock.

Dividends are payable on a monthly basis and payable in arrears on the 15th of each month (or, if such payment date is not a business day, the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year.

The Company has a DRIP that allows participating holders to have their Series J Preferred Stock dividend distributions automatically reinvested in additional shares of the Series J Preferred Stock at a price of $25.00 per share.

The issuance activity of the Series J Preferred Stock is summarized below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series J Preferred Stock shares issued (1)	1,073		1,487
Net proceeds	$	24,132	$	33,458

________

(1)Exclusive of shares issued under the DRIP.

The Series J Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series J Preferred Stock is classified outside of permanent equity.

At the date of issuance, the carrying amount of the Series J Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period.

The redemption value adjustment of Series J Preferred Stock is summarized below (in thousands):

	June 30, 2023		December 31, 2022
Series J Preferred Stock	$	36,224	$	2,004
Cumulative adjustments to Series J Preferred Stock (1)	$	2,108	$	926

________

(1)Reflects the excess of the redemption value over the accumulated carrying value.

The following table summarizes dividends declared (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series J Preferred Stock	$	618	$	751

33

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The redemption activities of Series J Preferred stock is summarized below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series J Preferred Stock shares redeemed	2		2
Redemption amount, net of redemption fees	$	53	$	53

Series K Redeemable Preferred Stock

The Company enters into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series K Redeemable Preferred Stock (the “Series K Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20.0 million shares of Series K Preferred Stock or Series J Preferred Stock in a primary offering at a price of $25.00 per share. The Company is also offering a maximum of 8.0 million shares of the Series K Preferred Stock or Series J Preferred Stock pursuant to the DRIP at the Stated Value.

The Series K Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series K Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series K Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive, and the number of directors then constituting the board shall be increased by two and the holders of such shares of Series K Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series K Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series K Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.

The redemption fee shall be an amount equal to:

•1.5% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series K Preferred Stock to be redeemed; and

•0% of the Stated Value beginning on the first anniversary from the Original Issue Date of the shares of the Series K Preferred Stock to be redeemed.

Holders of Series K Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2% per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $2.05 per share). Beginning one year from the date of original issuance of each share of Series K Preferred Stock and on each one-year anniversary thereafter for such share of Series K Preferred Stock, the dividend rate shall increase by 0.10% per annum; provided, however, that the dividend rate for any share of Series K Preferred Stock shall not exceed 8.7% per annum of the Stated Value.

Dividends are payable on a monthly basis in arrears on the 15th of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year.

34

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The Company has a DRIP that allows participating holders to have their Series K Preferred Stock dividend distributions automatically reinvested in additional shares of the Series K Preferred Stock at a price of $25.00 per share.

The issuance activity of the Series K Preferred Stock is summarized below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series K Preferred Stock shares issued (1)	38		70
Net proceeds	$	909	$	1,696

________

(1)Exclusive of shares issued under the DRIP.

The Series K Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series K Preferred Stock is classified outside of permanent equity.

At the date of issuance, the carrying amount of the Series K Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period.

The redemption value adjustment of Series K Preferred Stock is summarized below (in thousands):

	June 30, 2023		December 31, 2022
Series K Preferred Stock	$	1,766	$	44
Cumulative adjustments to Series K Preferred Stock (1)	$	71	$	20

________

(1)Reflects the excess of the redemption value over the accumulated carrying value.

The following table summarizes dividends declared (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series K Preferred Stock	$	30	$	37

16. Related Party Transactions

Ashford Inc.

Advisory Agreement

Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty J. Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc.

Under our advisory agreement, we pay advisory fees to Ashford LLC. Advisory fees consist of base fees and incentive fees. We pay a monthly base fee in an amount equal to 1/12 of (i) 0.70% of the Total Market Capitalization (as defined in our advisory agreement) of the Company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which the advisory agreement was in effect; provided, however in no event shall the Base Fee (as defined in our advisory agreement) for any month be less than the Minimum Base Fee as provided by the advisory agreement. The Company shall pay the Base Fee or the Minimum Base Fee (as defined in our advisory agreement) on the fifth business day of each month.

The Minimum Base Fee for Ashford Trust for each quarter beginning January 1, 2021 is equal to the greater of:

(i) ninety percent (90%) of the base fee paid for the same month in the prior fiscal year and

(ii) 1/12th of the G&A Ratio (as defined in the advisory agreement) for the most recently completed fiscal quarter multiplied by the Company’s Total Market Capitalization.

35

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the advisory agreement is terminated at other than year-end). In each year that the Company’s total shareholder return exceeds the average total shareholder return for the peer group, the Company shall pay to Ashford LLC an incentive fee. The incentive fee, if any, subject to the Fixed Coverage Charge Ratio Condition (as defined in the advisory agreement), shall be payable in arrears in three equal annual installments.

We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services.

The following table summarizes the advisory services fees incurred (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Advisory services fee
Base advisory fee	$	8,249	$	8,613	$	16,718	$	17,348
Reimbursable expenses (1)	3,065		2,364		6,292		4,935
Equity-based compensation (2)	955		1,451		2,245		3,380
Incentive fee	—		(151)		—		—
Total advisory services fee	$	12,269	$	12,277	$	25,255	$	25,663

________

(1)Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards.

(2)    Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.

Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage. Under the advisory agreement, Ashford Inc. secures casualty insurance policies to cover Ashford Trust, Braemar Hotels & Resorts Inc. (“Braemar”), their hotel managers, as needed, and Ashford Inc. The total loss estimates included in such policies are based on the collective pool of risk exposures from each party. Ashford Inc.’s risk management department manages the casualty insurance program. Each year Ashford Inc.’s risk management department collects funds from Ashford Trust, Braemar and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.

On September 27, 2022, an agreement was entered into by Ashford Inc., Ashford Trust and Braemar pursuant to which the Advisor is to implement the REITs cash management strategies. This will include actively managing the REITs excess cash by primarily investing in short-term U.S. Treasury securities. The annual fee is 20 bps of the average daily balance of the funds managed by the advisor and is payable monthly in arrears.

Due to Ashford Inc., net as of June 30, 2023, includes a $1.2 million security deposit paid to Remington Hotel Corporation (“RHC”) for office space allocated to us under our advisory agreement. It will be held as security for the payment of our allocated share of office space rental. If unused it will be returned to us upon lease expiration or earlier termination. As of December 31, 2022, RHC was indirectly owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. and the $1.2 million security deposit was included in “due from related parties, net.” On January 3, 2023, Ashford Inc. acquired RHC.

On March 15, 2022, we entered into a Limited Waiver Under Advisory Agreement (the “2022 Limited Waiver”) with Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC. The Company, Ashford Trust OP, Ashford TRS and the Advisor are parties to the Second Amended and Restated Advisory Agreement, which (i) allocates responsibility for certain employee costs between us and our advisor and (ii) permits our board of directors to issue annual equity awards in the Company or Ashford Trust OP to employees and other representatives of our advisor based on achievement by the Company of certain financial or other objectives or otherwise as our board of directors sees fit. Pursuant to the 2022 Limited Waiver, the Company, Ashford Trust OP, Ashford TRS and the Advisor waived the operation of any provision in the advisory agreement that would otherwise have limited our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2022 cash incentive compensation to employees and other representatives of our advisor;

36

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

provided that such awarded cash incentive compensation does not exceed $8.5 million, in the aggregate, during the waiver period.

On March 2, 2023, we entered into a second Limited Waiver Under Advisory Agreement (the “2023 Limited Waiver”) with Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC. Pursuant to the 2023 Limited Waiver, the Company, Ashford Trust OP, Ashford TRS and the Advisor waived the operation of any provision in the advisory agreement that would otherwise limit our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2023 cash incentive compensation to employees and other representatives of our advisor; provided that such awarded cash incentive compensation does not exceed $13.1 million, in the aggregate, during the waiver period.

Lismore

We engage Lismore or its subsidiaries to provide debt placement services and assist with loan modifications on our behalf.

On March 20, 2020, Lismore Capital II LLC (“Lismore”), a subsidiary of Ashford Inc., entered into an agreement with the Company to seek modifications, forbearances or refinancings of the Company’s loans (as amended and restated on July 1, 2020, the “Lismore Agreement”). For the three and six months ended June 30, 2022, the Company recognized expense of $0 and $643,000, which is included in “write off of premium, loan costs and exit fees.” The Lismore Agreement expired on April 6, 2022.

During June 2023, we entered into various 12-month agreements with Lismore to seek modifications or refinancings of certain mortgage loans of the Company. For the three and six months ended June 30, 2023, we incurred fees of approximately $525,000 to Lismore in nonrefundable work fees. The unamortized fees are included in “other assets” on the consolidated balance sheet, and are amortized on a straight line basis over the term of the agreements.

In addition to the above agreements, we incurred fees from Lismore of $511,000 and $906,000 for the three and six months ended June 30, 2023, respectively and $690,000 and $690,000 for the three and six months ended June 30, 2022, respectively.

Ashford Securities

On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by Ashford Inc., Ashford Trust and Braemar (collectively, the “Parties” and each individually a “Party”) with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). Beginning on the effective date of the Amended and Restated Contribution Agreement, costs were allocated 50% to Ashford Inc., 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate preferred equity offerings raised, or June 10, 2023, there will be a true up (the “Amended and Restated True-up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual amount contributed by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively, through Ashford Securities (the resulting ratio of contributions among the Parties, the “Initial True-up Ratio”). On January 27, 2022, Ashford Trust, Braemar and Ashford Inc. entered into a Second Amended and Restated Contribution Agreement which provided for an additional $18 million in expenses to be reimbursed with all expenses allocated 45% to Ashford Trust, 45% to Braemar and 10% to Ashford Inc.

On February 1, 2023, Ashford Trust entered into a Third Amended and Restated Contribution Agreement with Ashford Inc. and Braemar. The Third Amended and Restated Contribution Agreement states that after the Amended and Restated True-Up Date occurs, capital contributions for the remainder of fiscal year 2023 will be divided between each Party based on the Initial True-Up Ratio. Thereafter on a yearly basis at year-end, starting with the year-end of 2023, there will be a true-up between the Parties whereby there will be adjustments so that the capital contributions made by each Party will be based on the cumulative amount of capital raised by each Party through Ashford Securities as a percentage of the total amount raised by the Parties collectively through Ashford Securities since June 10, 2019 (the resulting ratio of capital contributions among the Company, Ashford Inc. and Braemar following this true-up, the “Cumulative Ratio”). Thereafter, the capital contributions will be divided among each Party in accordance with the Cumulative Ratio, as recalculated at the end of each year.

During the year ended December 31, 2022, the funding estimate was revised based on the latest capital raise estimates of the aggregate capital raised through Ashford Securities. As of December 31, 2022, Ashford Trust had funded approximately $6.2 million of which $126,000 of the pre-funded amount was included in “other assets” and $5.9 million was included in “due from Ashford Inc., net” on our consolidated balance sheet. In March 2023, Ashford Inc. paid $6.1 million to Ashford Trust as a result of the contribution true-up between the entities described above. As of June 30, 2023, Ashford Trust has funded

37

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

approximately $153,000 and has a $1.2 million payable that is included in “due to Ashford Inc., net” on our consolidated balance sheet.

The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Corporate, general and administrative	$	981	$	664	$	1,100	$	1,191

Design and Construction Services

Premier Project Management LLC (“Premier”), as a subsidiary of Ashford Inc., provides design and construction services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4% of project costs; and (b) market service fees at current market rates with respect to construction management, interior design, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision.

Hotel Management Services

At June 30, 2023, Remington Hospitality managed 68 of our 100 hotel properties and the WorldQuest condominium properties.

We pay monthly hotel management fees equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services.

17. Commitments and Contingencies

Restricted Cash—Under certain management and debt agreements for our hotel properties existing at June 30, 2023, escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow generally 4% to 6% of gross revenues for capital improvements. From time to time, the Company may work with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls.

Franchise Fees—Under franchise agreements for our hotel properties existing at June 30, 2023, we pay franchisor royalty fees between 3% and 6% of gross rooms revenue and, in some cases, 1% to 3% of food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 4% of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2024 and 2047. When a franchise term expires, the franchisor has no obligation to renew the franchise. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property.

The table below summarizes the franchise fees incurred (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Other hotel expenses	$	17,451	$	16,561	$	33,063	$	28,173

Management Fees—Under hotel management agreements for our hotel properties existing at June 30, 2023, we pay monthly hotel management fees equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2% to 7% of gross revenues, as well as annual incentive management fees, if applicable. These hotel management agreements expire from 2025 through 2038, with renewal options. If we terminate a hotel management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement.

38

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Income Taxes—We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2018 through 2022 remain subject to potential examination by certain federal and state taxing authorities.

Litigation—On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects nine hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. In May 2023 the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class de-certified. The trial court set a due date of August 7, 2023 for the briefs. If this litigation goes to trial, we expect that the earliest the trial would occur is the last quarter of 2023, based on various extensions to which the parties have agreed. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of June 30, 2023, no amounts have been accrued.

We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disability Act and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations, or cash flow. However, our assessment may change depending upon the development of these legal proceedings, and the final results of these legal proceedings cannot be predicted with certainty. If we do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods.

Lender Balancing Deposits—815 Commerce MM is considered to be a VIE, as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. During the second quarter of 2023, the Company funded a $3.0 million default loan to 815 Commerce MM to satisfy a balancing deposit that was required by the property construction lender. The total amount of balancing deposits required by the property construction lender are up to $9.5 million.

18. Segment Reporting

We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics. As of June 30, 2023 and December 31, 2022, all of our hotel properties were domestically located.

19. Subsequent Events

On July 14, 2023, the Company received proceeds of approximately $5.3 million from a note receivable (see note 8). The proceeds were used to pay down the respective mortgage balance.

On August 1, 2023, the Company completed the sale of the WorldQuest Resort in Orlando, Florida for $14.8 million. The carrying value of the land, building and furniture, fixtures and equipment was approximately $8.0 million at June 30, 2023.

39

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with the unaudited financial statements and notes thereto appearing elsewhere herein. This report contains forward-looking statements within the meaning of the federal securities laws. Ashford Hospitality Trust, Inc. (the “Company,” “we,” “our” or “us”) cautions investors that any forward-looking statements presented herein, or which management may express orally or in writing from time to time, are based on management’s beliefs and assumptions at that time.

Throughout this Form 10-Q, we make forward-looking statements that are subject to risks and uncertainties. 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;

•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. Additionally, the following factors could cause actual results to vary from our forward-looking statements:

•factors discussed in our Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023, including those set forth under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “Properties,” as supplemented by our subsequent Quarterly Reports on Form 10-Q and other filings under the Exchange Act;

•rising interest rates and inflation;

•macroeconomic conditions, such as a prolonged period of weak economic growth and volatility in capital markets;

•uncertainty in the banking sector and market volatility due to the recent failures of Silicon Valley Bank, New York Signature Bank and First Republic Bank;

•extreme weather conditions may cause property damage or interrupt business;

•actions by the lenders of the Oaktree Credit Agreement to foreclose on our assets which are pledged as collateral;

•general volatility of the capital markets and the market price of our common and preferred stock;

•general and economic business conditions affecting the lodging and travel industry;

•changes in our business or investment strategy;

•availability, terms, and deployment of capital;

•unanticipated increases in financing and other costs;

•changes in our industry and the market in which we operate and local economic conditions;

•the degree and nature of our competition;

•actual and potential conflicts of interest with Ashford LLC, Remington Hospitality, Premier, Braemar, our executive officers and our non-independent directors;

•changes in personnel of Ashford LLC or the lack of availability of qualified personnel;

•changes in governmental regulations, accounting rules, tax rates and similar matters;

40

•legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”), and related rules, regulations and interpretations governing the taxation of real estate investment trusts (“REITs”);

•limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes; and

•future sales and issuances of our common stock or other securities might result in dilution and could cause the price of our common stock to decline.

When considering forward-looking statements, you should keep in mind the matters summarized under “Item 1A. Risk Factors” in Part I of our 2022 Form 10-K filed on March 10, 2023 and this Quarterly Report, and the discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, could cause our actual results and performance to differ significantly from those contained in our forward-looking statements. Accordingly, we cannot guarantee future results or performance. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Quarterly Report. Furthermore, we do not intend to update any of our forward-looking statements after the date of this Quarterly Report to conform these statements to actual results and performance, except as may be required by applicable law.

EXECUTIVE OVERVIEW

General

As of June 30, 2023, our portfolio consisted of 100 consolidated operating hotel properties which represents 22,317 total rooms. Currently, all of our hotel properties are located in the United States.

Based on our primary business objectives and forecasted operating conditions, our current key priorities and financial strategies include, among other things:

•maintaining significant cash and cash equivalents liquidity;

•opportunistically exchanging preferred stock into common stock;

•disposition of non-core hotel properties;

•pursuing capital market activities to enhance long-term stockholder value;

•implementing selective capital improvements designed to increase profitability;

•implementing effective asset management strategies to minimize operating costs and increase revenues;

•financing or refinancing hotels on competitive terms;

•modifying or extending property-level indebtedness;

•utilizing hedges and derivatives to mitigate risks;

•pursuing opportunistic value-add additions to our hotel portfolio; and

•making other investments or divestitures that our board of directors deems appropriate.

Our current investment strategy is to focus on owning predominantly full-service hotels in the upper upscale segment in domestic markets that have RevPAR generally less than twice the national average. We believe that as supply, demand, and capital market cycles change, we will be able to shift our investment strategy to take advantage of new lodging-related investment opportunities as they may develop. Our board of directors may change our investment strategy at any time without stockholder approval or notice. We will continue to seek ways to benefit from the cyclical nature of the hotel industry.

We are advised by Ashford LLC, a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.

We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. As of June 30, 2023, Remington Hospitality, a subsidiary of Ashford Inc., managed 68 of our 100 hotel properties and WorldQuest. Third-party management companies managed the remaining hotel properties.

Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, broker-dealer and distribution services and mobile key technology.

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Mr. Monty J. Bennett is chairman and chief executive officer of Ashford Inc. and, together with Mr. Archie Bennett, Jr., as of June 30, 2023, owned approximately 610,261 shares of Ashford Inc. common stock, which represented an approximate 19.0% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock, which along with all unpaid and accrued and accumulated dividends thereon, is convertible (at a conversion price of $117.50 per share) into an additional approximate 4,151,053 shares of Ashford Inc. common stock, which if converted as of June 30, 2023, would have increased the Bennetts’ ownership interest in Ashford Inc. to 64.6%; provided that prior to August 8, 2023, the voting power of the holders of the Ashford Inc. Series D Convertible Preferred Stock is limited to 40% of the combined voting power of all of the outstanding voting securities of Ashford Inc. entitled to vote on any given matter. The 18,758,600 Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts.

Recent Developments

On April 6, 2023, the Company extended its BAML Highland mortgage loan to April 2024. As part of the extension, the Company repaid $45.0 million in principal and the interest rate increased from LIBOR + 3.20% to LIBOR + 3.47%.

On May 19, 2023, we refinanced our $73.5 million mortgage, secured by the Hilton Alexandria and our $25.0 million mortgage, secured by the La Posada de Santa Fe. The new mortgage loan totals $98.5 million. The mortgage loan is interest only and provides for an interest rate of SOFR + 4.00%. The stated maturity is May 2026 with two one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is secured by the Hilton Alexandria and the La Posada de Santa Fe.

On June 9, 2023, the Company exercised a one-year extension option for its Keys Pool C mortgage loan to extend the loan to June 2024. As part of the extension, the Company repaid approximately $62.4 million in principal.

On June 21, 2023, the Company and Ashford Hospitality Limited Partnership (the “Borrower”), an indirect subsidiary of the Company, entered into Amendment No. 2 with certain funds and accounts managed by Oaktree Capital Management, L.P. (the “Lenders”) and Oaktree Fund Administration, LLC. Amendment No. 2, subject to the conditions set forth therein, provides that, among other things:

(i)    the DDTL Commitment Expiration Date (as defined in the Credit Agreement) will be July 7, 2023, or such earlier date that the Borrower makes an Initial DDTL (as defined in the Credit Agreement) draw to be used by the Borrower to prepay certain mortgage indebtedness;

(ii)    notwithstanding the occurrence of the DDTL Commitment Expiration Date, up to $100,000,000 of Initial DDTLs will be made available by the Lenders for a period of twelve (12) months ending July 7, 2024, subject to the Borrower paying an unused fee of 9% per annum on the undrawn amount;

(iii)    Ashford Trust and the Borrower will be permitted to make certain Restricted Payments (as defined in the Credit Agreement), including without limitation dividends on Ashford Trust’s preferred stock, without having to maintain Unrestricted Cash (as defined in the Credit Agreement) in an amount not less than the sum of (x) $100,000,000 plus (y) the aggregate principal amount of DDTLs advanced prior to the date thereof or contemporaneously therewith;

(iv)    a default on certain pool mortgage loans will not be counted against the $400,000,000 Mortgage Debt Threshold Amount (as defined in the Credit Agreement);

(v)    for purposes of the Mortgage Debt Threshold Amount, a certain mortgage loan, with a current aggregate principal amount of $415,000,000, will be deemed to have a principal amount of $400,000,000; and

(vi)    when payable by the Borrower under the Credit Agreement, at least 50% of the Exit Fee (as defined in the Credit Agreement) shall be paid as a Cash Exit Fee (as defined in the Credit Agreement).

Effective June 30, 2023, LIBOR is no longer published. Accordingly all variable interest rate mortgage loans held by the Company that used the LIBOR index transitioned to SOFR beginning on July 1, 2023. Not all lenders will execute loan amendment documents and instead will defer to original loan documents that dictate changes in index rates.

The KEYS mortgage loans were entered into on June 13, 2018, each of which had a two-year initial term and five one-year extension options. In order to qualify for a one-year extension in June of 2023, each KEYS loan pool was required to achieve a certain debt yield test. The Company extended its KEYS Pool C loan with a paydown of approximately $62.4 million, its KEYS Pool D loan with a paydown of approximately $25.6 million, and its KEYS Pool E loan with a paydown of approximately $41.0 million. On June 9, 2023 the Company received a thirty day extension to satisfy the extension conditions in order to negotiate modifications to the respective extension tests. Subsequent to June 30, 2023 the Company elected not to make the required paydowns to extend its KEYS Pool A loan, KEYS Pool B loan and KEYS Pool F loan, thereby defaulting on such loans. The Company is currently in discussions with its lenders on these loan pools seeking modifications to the extension

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tests; however, it appears that the most likely outcome will be a consensual transfer of these hotels to the respective lenders. Below is a summary of the hotel properties securing the KEYS mortgage loans:

KEYS A Loan Pool

Courtyard Columbus Tipton Lakes – Columbus, IN

Courtyard Old Town – Scottsdale, AZ

Residence Inn Hughes Center – Las Vegas, NV

Residence Inn Phoenix Airport – Phoenix, AZ

Residence Inn San Jose Newark – Newark, CA

SpringHill Suites Manhattan Beach – Hawthorne, CA

SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA

KEYS B Loan Pool

Courtyard Basking Ridge – Basking Ridge, NJ

Courtyard Newark Silicon Valley – Newark, CA

Courtyard Oakland Airport – Oakland, CA

Courtyard Plano Legacy Park – Plano, TX

Residence Inn Plano – Plano, TX

SpringHill Suites BWI Airport – Baltimore, MD

TownePlace Suites Manhattan Beach – Hawthorne, CA

KEYS C Loan Pool

Hyatt Coral Gables – Coral Gables, FL

Hilton Ft. Worth – Fort Worth, TX

Hilton Minneapolis Airport – Bloomington, MN

Sheraton San Diego – San Diego, CA

Sheraton Bucks County, PA – Langhorne, PA

KEYS D Loan Pool

Marriott Beverly Hills – Los Angeles, CA

One Ocean Resort – Atlantic Beach, FL

Marriott Suites Dallas – Dallas, TX

Hilton Santa Fe – Santa Fe, NM

Embassy Suites Dulles – Herndon, VA

KEYS E Loan Pool

Marriott Fremont – Fremont, CA

Embassy Suites Philadelphia – Philadelphia, PA

Marriott Memphis – Memphis, TN

Sheraton Anchorage – Anchorage, AK

Lakeway Resort Austin – Lakeway, TX

KEYS F Loan Pool

Embassy Suites Flagstaff – Flagstaff, AZ

Embassy Suites Walnut Creek – Walnut Creek, CA

Marriott Bridgewater – Bridgewater, NJ

Marriott Research Triangle Park – Durham, NC

W Atlanta Downtown – Atlanta, GA

On August 1, 2023, the Company completed the sale of the WorldQuest Resort in Orlando, Florida for $14.8 million. The carrying value of the land, building and furniture, fixtures and equipment was approximately $8.0 million at June 30, 2023.

On August 1, 2023, the Company issued a press release and on August 2, 2023 filed a Current Report on Form 8-K announcing its financial results for the second quarter ended June 30, 2023. In such press release and Current Report, the Company’s consolidated financial position and consolidated results of operations included the preliminary consolidation of a variable interest entity (“VIE”) of which the Company initially became the primary beneficiary. Subsequent to the issuance of the press release and Current Report the Company revised the accounting for this consolidation. This revision resulted in various changes to the consolidated balance sheet. In addition, this also resulted in a gain on consolidation of VIE of

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approximately $1.1 million included in the Company’s consolidated statements of operations for the three and six months ended June 30, 2023. The effect of this entry was to decrease the loss attributable to common stockholders and increase EBITDA by the amount of the gain. There was no change to EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO for the three and six months ended June 30, 2023. See notes 2 and 4 to the consolidated financial statements in this Quarterly Report.

On August 8, 2023, the board of directors of the Company approved amendments to the Company’s Second Amended and Restated Bylaws, as amended. See Part II, Item 5 for a description of the amendments.

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RESULTS OF OPERATIONS

Key Indicators of Operating Performance

We use a variety of operating and other information to evaluate the operating performance of our business. These key indicators include financial information that is prepared in accordance with GAAP as well as other financial measures that are non-GAAP measures. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole. We also use these metrics to evaluate the hotels in our portfolio and potential acquisitions to determine each hotel’s contribution to cash flow and its potential to provide attractive long-term total returns. These key indicators include:

•Occupancy—Occupancy means the total number of hotel rooms sold in a given period divided by the total number of rooms available. Occupancy measures the utilization of our hotels’ available capacity. We use occupancy to measure demand at a specific hotel or group of hotels in a given period.

•ADR—ADR means average daily rate and is calculated by dividing total hotel rooms revenues by total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. We use ADR to assess the pricing levels that we are able to generate.

•RevPAR—RevPAR means revenue per available room and is calculated by multiplying ADR by the average daily occupancy. RevPAR is one of the commonly used measures within the hotel industry to evaluate hotel operations. RevPAR does not include revenues from food and beverage sales or parking, telephone or other non-rooms revenues generated by the property. Although RevPAR does not include these ancillary revenues, it is generally considered the leading indicator of core revenues for many hotels. We also use RevPAR to compare the results of our hotels between periods and to analyze results of our comparable hotels (comparable hotels represent hotels we have owned for the entire period). RevPAR improvements attributable to increases in occupancy are generally accompanied by increases in most categories of variable operating costs. RevPAR improvements attributable to increases in ADR are generally accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.

RevPAR changes that are primarily driven by changes in occupancy have different implications for overall revenues and profitability than changes that are driven primarily by changes in ADR. For example, an increase in occupancy at a hotel would lead to additional variable operating costs (including housekeeping services, utilities and room supplies) and could also result in increased other operating department revenue and expense. Changes in ADR typically have a greater impact on operating margins and profitability as they do not have a substantial effect on variable operating costs.

Occupancy, ADR and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring operating performance at the individual hotel level and across our entire business. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only rooms revenue. Rooms revenue is dictated by demand (as measured by occupancy), pricing (as measured by ADR) and our available supply of hotel rooms.

We also use funds from operations (“FFO”), Adjusted FFO, earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) and Adjusted EBITDAre as measures of the operating performance of our business. See “Non-GAAP Financial Measures.”

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The following table summarizes the changes in key line items from our consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,				Favorable (Unfavorable) Change		Six Months Ended June 30,				Favorable (Unfavorable) Change
	2023		2022		2023 to 2022		2023		2022		2023 to 2022
Total revenue	$	375,749	$	348,095	$	27,654	$	704,635	$	595,233	$	109,402
Total hotel expenses	(240,677)		(221,156)		(19,521)		(465,795)		(397,934)		(67,861)
Property taxes, insurance and other	(18,998)		(17,289)		(1,709)		(35,535)		(33,748)		(1,787)
Depreciation and amortization	(47,154)		(50,896)		3,742		(95,009)		(103,016)		8,007
Advisory service fee	(12,269)		(12,277)		8		(25,255)		(25,663)		408
Corporate, general and administrative	(4,904)		(4,510)		(394)		(7,516)		(7,614)		98
Gain (loss) on consolidation of VIE and disposition of assets	1,077		181		896		1,053		284		769
Operating income (loss)	52,824		42,148		10,676		76,578		27,542		49,036
Equity in earnings (loss) of unconsolidated entities	(181)		(151)		(30)		(577)		(304)		(273)
Interest income	2,310		526		1,784		4,867		577		4,290
Other income (expense)	109		84		25		243		185		58
Interest expense and amortization of discounts and loan costs	(89,590)		(48,393)		(41,197)		(171,105)		(91,952)		(79,153)
Write-off of premiums, loan costs and exit fees	(950)		(971)		21		(1,370)		(1,698)		328
Realized and unrealized gain (loss) on derivatives	12,583		6,074		6,509		7,168		9,285		(2,117)
Income tax benefit (expense)	(2,062)		(5,563)		3,501		(2,283)		(5,683)		3,400
Net income (loss)	(24,957)		(6,246)		(18,711)		(86,479)		(62,048)		(24,431)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	349		76		273		949		448		501
Net income (loss) attributable to the Company	$	(24,608)	$	(6,170)	$	(18,438)	$	(85,530)	$	(61,600)	$	(23,930)

All hotel properties held during the three and six months ended June 30, 2023 and 2022 have been included in our results of operations during the respective periods in which they were held. Based on when a hotel property was acquired or disposed, operating results for certain hotel properties are not comparable for the three and six months ended June 30, 2023 and 2022. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following transactions affect the reporting comparability of our consolidated financial statements:

Hotel Properties	Location	Type	Date
Sheraton Ann Arbor (1)	Ann Arbor, MI	Disposition	September 1, 2022
Hilton Marietta (2)	Marietta, GA	Acquisition	December 16, 2022

____________________________________

(1) Referred to as “Hotel Disposition”

(2) Referred to as “Hotel Acquisition”

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The following table illustrates the key performance indicators of the 100 operating hotel properties and WorldQuest included in our results of operations:

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
RevPAR (revenue per available room)	$	143.55		$	134.54		$	134.30		$	115.61
Occupancy	75.31		%	73.34		%	71.86		%	65.88		%
ADR (average daily rate)	$	190.60		$	183.45		$	186.90		$	175.49

The following table illustrates the key performance indicators of the 99 hotel properties and WorldQuest that were included in our results of operations for the full six months ended June 30, 2023 and 2022, respectively:

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
RevPAR	$	143.72		$	134.89		$	134.47		$	115.97
Occupancy	75.37		%	73.47		%	71.90		%	66.02		%
ADR	$	190.69		$	183.59		$	187.03		$	175.64

Comparison of the Three Months Ended June 30, 2023 and 2022

Net Income (Loss) Attributable to the Company. Net loss attributable to the Company increased $18.4 million, from $6.2 million for the three months ended June 30, 2022 (the “2022 quarter”) to $24.6 million for the three months ended June 30, 2023 (the “2023 quarter”) as a result of the factors discussed below.

Revenue. Rooms revenue from our hotel properties and WorldQuest increased $18.4 million, or 6.7%, to $293.9 million in the 2023 quarter compared to the 2022 quarter as our hotel properties recover from the effects of the COVID-19 pandemic. This increase is attributable to higher rooms revenue of $17.8 million at our comparable hotel properties and WorldQuest and $2.3 million from our Hotel Acquisition partially offset by a decrease of $1.7 million from our Hotel Disposition. Our comparable hotel properties experienced an increase of 3.9% in room rates and a 190 basis point increase in occupancy.

Food and beverage revenue increased $7.4 million, or 13.7%, to $61.7 million. This increase is attributable to higher sales of food and beverage of $7.0 million at our comparable hotel properties and WorldQuest and $698,000 from our Hotel Acquisition partially offset by a decrease of $308,000 from our Hotel Disposition.

Other hotel revenue, which consists mainly of Internet access, parking, and spa revenue, increased $1.9 million, or 10.9%, to $19.3 million. This increase is primarily attributable to an increase of $1.9 million at our comparable hotel properties and $94,000 from our Hotel Acquisition partially offset by a decrease of $61,000 from our Hotel Disposition. Other non-hotel revenue decreased $57,000, or 6.9%, to $771,000 in the 2023 quarter as compared to the 2022 quarter.

Hotel Operating Expenses. Hotel operating expenses increased $19.5 million, or 8.8%, to $240.7 million. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses increased $11.3 million in the 2023 quarter as compared to the 2022 quarter, which was primarily comprised of an increase of $11.0 million from our comparable hotel properties and WorldQuest. Direct expenses were 29.7% of total hotel revenue for the 2023 quarter and 28.8% for the 2022 quarter. Indirect expenses and management fees increased $8.3 million in the 2023 quarter as compared to the 2022 quarter, which was primarily comprised of an increase of $8.0 million from our comparable hotel properties and WorldQuest and $1.2 million from our Hotel Acquisition partially offset by a decrease of $979,000 from our Hotel Disposition.

Property Taxes, Insurance and Other. Property taxes, insurance and other expense increased $1.7 million, or 9.9%, to $19.0 million during the 2023 quarter compared to the 2022 quarter, which was primarily due to an increase of $1.8 million from our comparable hotel properties and WorldQuest and $35,000 from our Hotel Acquisition partially offset by a decrease of $150,000 from our Hotel Disposition.

Depreciation and Amortization. Depreciation and amortization decreased $3.7 million, or 7.4%, to $47.2 million during the 2023 quarter compared to the 2022 quarter, which was primarily due to a decrease of $3.3 million from our comparable

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hotel properties and WorldQuest primarily related to fully depreciated assets and $594,000 from our Hotel Disposition partially offset by an increase of $132,000 from our Hotel Acquisition.

Advisory Services Fee. Advisory services fee decreased $8,000, or 0.1%, to $12.3 million in the 2023 quarter compared to the 2022 quarter. The advisory services fee represents fees incurred in connection with the advisory agreement between Ashford Inc. and the Company. In the 2023 quarter, the advisory services fee was comprised of a base advisory fee of $8.2 million, equity-based compensation of $955,000 associated with equity grants of our common stock, PSUs, LTIP units and Performance LTIP units awarded to the officers and employees of Ashford Inc. and reimbursable expenses of $3.1 million. In the 2022 quarter, the advisory services fee was comprised of a base advisory fee of $8.6 million, equity-based compensation of $1.5 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc., reimbursable expenses of $2.4 million and an incentive fee reversal of $151,000.

Corporate, General and Administrative. Corporate, general and administrative expense increased $394,000, or 8.7%, from $4.5 million in the 2022 quarter to $4.9 million in the 2023 quarter. The increase was primarily attributable to higher reimbursed operating expenses of Ashford Securities of $316,000 and higher other miscellaneous expenses of $836,000, partially offset by lower legal and professional fees of $447,000 and lower public company costs of $311,000.

Gain (Loss) on Consolidation of VIE and Disposition of Assets. Gain on consolidation of VIE and disposition of assets increased $896,000 from $181,000 in the 2022 quarter to $1.1 million in the 2023 quarter. The gain in the 2023 quarter related to consolidation of the VIE, which is represented by the difference of the fair value of the assets and liabilities recognized, the fair value of the non-controlling interest and the previous carrying value of the Company’s investment in 815 Commerce MM. The gain in the 2022 quarter was primarily related to the sale of three WorldQuest condominiums.

Equity in Earnings (Loss) of Unconsolidated Entities. Equity in loss of unconsolidated entities increased $30,000 during the 2023 quarter compared to the 2022 quarter. The 2023 quarter included equity in loss of $152,000 from OpenKey and $29,000 from an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage in Napa, California. The 2022 quarter included equity in loss of $151,000 from OpenKey.

Interest Income. Interest income was $2.3 million and $526,000 for the 2023 quarter and the 2022 quarter, respectively. The increase in interest income in the 2023 quarter was primarily attributable to higher short-term interest rates on excess cash and the Company’s cash management agreement with Ashford LLC.

Other Income (Expense). Other income consisted of miscellaneous income of $109,000 in the 2023 quarter and $84,000 in the 2022 quarter.

Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs increased $41.2 million, or 85.1%, to $89.6 million during the 2023 quarter compared to the 2022 quarter. The increase is primarily due to higher interest expense of $37.8 million at our comparable hotel properties primarily due to higher interest rates on our variable rate debt, a $824,000 increase primarily attributable to the amortization of the Oaktree debt discount and lower credits to interest expense of $3.0 million related to the amortization credit of default interest and late charges recorded on mortgage loans previously in default. These increases were partially offset by a decrease of $392,000 from our Hotel Disposition. The average SOFR rates for the 2023 quarter and the 2022 quarter were 4.74% and 0.67%, respectively. The average LIBOR rates for the 2023 quarter and the 2022 quarter were 5.10% and 1.02%, respectively.

Write-off of Premiums, Loan Costs and Exit Fees. Write-off of premiums, loan costs and exit fees decreased $21,000 to $950,000 in the 2023 quarter compared to the 2022 quarter. In the 2023 quarter, we incurred fees of $405,000 paid to third parties and $545,000 paid to Lismore related to loan refinances and modifications. In the 2022 quarter, we recognized Lismore fees of $690,000 related to loan modifications and $281,000 related to third-party fees, for a total of $971,000.

Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain on derivatives increased $6.5 million from $6.1 million in the 2022 quarter to $12.6 million in the 2023 quarter. In the 2023 quarter, we recognized a realized gain of $12.0 million related to payments from counterparties on interest rate caps, an unrealized gain of $2.0 million from the revaluation of the embedded debt derivative in the Oaktree Agreement, partially offset by an unrealized loss of $1.3 million associated with interest rate caps. In the 2022 quarter, we recognized an unrealized gain of $3.0 million from the revaluation of the embedded debt derivative and an unrealized gain of $3.1 million associated with interest rate caps.

Income Tax (Expense) Benefit. Income tax expense decreased $3.5 million, from $5.6 million in the 2022 quarter to $2.1 million in the 2023 quarter. This decrease was primarily due to a decrease in the profitability of our Ashford TRS entities in the 2023 quarter compared to the 2022 quarter.

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Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated net losses of $349,000 in the 2023 quarter and $76,000 in the 2022 quarter. Redeemable noncontrolling interests represented ownership interests of 1.14% and 0.81% in the operating partnership at June 30, 2023 and 2022, respectively.

Comparison of the Six Months Ended June 30, 2023 and 2022

Net Income (Loss) Attributable to the Company. Net loss attributable to the Company increased $23.9 million from $61.6 million for the six months ended June 30, 2022 (“2022 period”) to $85.5 million for the six months ended June 30, 2023 (“2023 period”) as a result of the factors discussed below.

Revenue. Rooms revenue from our hotel properties and WorldQuest increased $76.0 million, or 16.1%, to $546.9 million in the 2023 period compared to the 2022 period. This increase is attributable to higher rooms revenue of $74.5 million at our comparable hotel properties and WorldQuest as our hotel properties recover from the effects of the COVID-19 pandemic and an increase of $4.2 million from our Hotel Acquisition partially offset by a decrease of $2.7 million from our Hotel Disposition. Our comparable hotel properties experienced an increase of 6.5% in room rates and an increase of 588 basis points in occupancy.

Food and beverage revenue increased $29.7 million, or 32.6%, to $120.7 million in the 2023 period compared to the 2022 period. This increase is attributable to higher sales of food and beverage of $28.7 million at our comparable hotel properties and WorldQuest as a result of the COVID-19 pandemic and an increase of $1.6 million from our Hotel Acquisition partially offset by a decrease of $623,000 from our Hotel Disposition.

Other hotel revenue, which consists mainly of Internet access, parking, and spa revenue, increased $3.7 million, or 11.7%, to $35.6 million in the 2023 period compared to the 2022 period. This increase is attributable to higher other revenue of $3.7 million from our comparable hotel properties and WorldQuest as our hotel properties recover from the effects of the COVID-19 pandemic. Other revenue decreased $11,000, or 0.8%, to $1.4 million in the 2023 period compared to the 2022 period.

Hotel Operating Expenses. Hotel operating expenses increased $67.9 million, or 17.1%, to $465.8 million in the 2023 period compared to the 2022 period. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses increased $34.7 million in the 2023 period compared to the 2022 period, comprised of an increase of $34.3 million from our comparable hotel properties and WorldQuest and an increase of $1.7 million from our Hotel Acquisition, partially offset by a decrease of $1.2 million from our Hotel Disposition. Direct expenses were 30.3% of total hotel revenue for the 2023 period and 30.0% for the 2022 period. Indirect expenses and management fees increased $33.1 million in the 2023 period compared to the 2022 period, comprised of an increase of $32.5 million from our comparable hotel properties and WorldQuest and $2.3 million from our Hotel Acquisition partially offset by $1.7 million from our Hotel Disposition.

Property Taxes, Insurance and Other. Property taxes, insurance and other expense increased $1.8 million or 5.3%, to $35.5 million in the 2023 period compared to the 2022 period, which was primarily due to an increase of $2.0 million from our comparable hotel properties and WorldQuest partially offset by a decrease of $299,000 from our Hotel Disposition.

Depreciation and Amortization. Depreciation and amortization decreased $8.0 million or 7.8%, to $95.0 million in the 2023 period compared to the 2022 period, which consisted of lower depreciation of $7.1 million from our comparable hotel properties and WorldQuest primarily related to fully depreciated assets and $1.2 million from our Hotel Disposition partially offset by an increase of $268,000 from our Hotel Acquisition.

Advisory Services Fee. Advisory services fee decreased $408,000, or 1.6%, to $25.3 million in the 2023 period compared to the 2022 period. The advisory services fee represents fees incurred in connection with the advisory agreement between Ashford Inc. and the Company. In the 2023 period, the advisory services fee was comprised of a base advisory fee of $16.7 million, equity-based compensation of $2.2 million associated with equity grants of our common stock, PSUs, LTIP units and Performance LTIP units awarded to the officers and employees of Ashford Inc. and reimbursable expenses of $6.3 million. In the 2022 period, the advisory services fee was comprised of a base advisory fee of $17.3 million, equity-based compensation of $3.4 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and reimbursable expenses of $4.9 million.

Corporate, General and Administrative. Corporate, general and administrative expense decreased $98,000, or 1.3%, to $7.5 million in the 2023 period compared to the 2022 period. This decrease was primarily attributable to lower legal and professional fees of $400,000, lower reimbursed operating expenses of Ashford Securities of $91,000 and lower public company costs of $830,000, partially offset by higher other miscellaneous expenses of $774,000.

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Gain (Loss) on Consolidation of VIE and Disposition of Assets. Gain on consolidation of VIE and disposition of assets increased $769,000, from $284,000 in the 2022 period to $1.1 million in the 2023 period. The gain in the 2023 period was primarily related to a $1.1 million loss for the consolidation of the VIE, which is represented by the difference between the fair value of the assets and liabilities recognized, the fair value of the non-controlling interest and the previous carrying value of the Company’s investment in 815 Commerce MM. The gain in the 2022 period was primarily related to a gain related to the sale of six WorldQuest condominiums.

Equity in Earnings (Loss) of Unconsolidated Entities. Equity in loss of unconsolidated entities was $577,000 in the 2023 period, which consisted of our share of loss of $302,000 in OpenKey and $275,000 in the Napa resort investment and $304,000 in the 2022 period, which consisted of our share of loss in OpenKey.

Interest Income. Interest income was $4.9 million and $577,000 in the 2023 period and the 2022 period, respectively. The increase in interest income in the 2023 quarter was primarily attributable to higher short-term interest rates on excess cash and the Company’s cash management agreement with Ashford LLC.

Other Income (Expense). Other income increased $58,000 from $185,000 in the 2022 period to $243,000 in the 2023 period. In the 2023 period we recorded miscellaneous income of $243,000. In the 2022 period, we recorded miscellaneous income of $185,000.

Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs increased $79.2 million, or 86.1%, to $171.1 million in the 2023 period compared to the 2022 period. The increase was primarily due to a $75.5 million increase in interest expense at our comparable hotel properties primarily due to higher interest rates on our variable rate debt, lower credits to interest expense of $2.8 million related to the amortization credit of default interest and late charges recorded on mortgage loans previously in default and a $1.5 million increase primarily attributable to the amortization of the Oaktree debt discount. These increases were partially offset by a decrease of $743,000 from our Hotel Disposition. The average SOFR rates for the 2023 period and the 2022 period were 4.62% and 0.39%, respectively. The average LIBOR rates for the 2023 period and the 2022 period were 4.85% and 0.62%, respectively.

Write-off of Premiums, Loan Costs and Exit Fees. Write-off of premiums, loan costs and exit fees decreased $328,000 to $1.4 million in the 2023 period compared to the 2022 period. In the 2023 period, we incurred fees of $408,000 paid to third parties and $940,000 paid to Lismore related to loan refinances and modifications. In the 2022 period, we recognized Lismore fees of $643,000 that reflects the amortization over the service period of the Lismore Agreement, Lismore fees of $690,000 related to loan modifications and $365,000 related to third-party fees, totaling $1.7 million.

Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain on derivatives decreased $2.1 million from $9.3 million in the 2022 period to $7.2 million in the 2023 period. In the 2023 period, we recognized a realized gain of $21.5 million related to payments from counterparties on interest rate caps and an unrealized gain of $1.0 million from the revaluation of the embedded debt derivative in the Oaktree Agreement, partially offset by an unrealized loss of $15.4 million associated with interest rate caps. In the 2022 period, we recorded an unrealized gain of $3.9 million from the revaluation of the embedded debt derivative in the Oaktree Agreement and an unrealized gain of $5.4 million from interest rate caps.

Income Tax (Expense) Benefit. Income tax expense decreased $3.4 million, from $5.7 million in the 2022 period to $2.3 million in the 2023 period. This decrease was primarily due to a decrease in the profitability of our Ashford TRS entities in the 2023 period compared to the 2022 period.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated net losses of $949,000 and $448,000 in the 2023 period and the 2022 period, respectively. Redeemable noncontrolling interests represented ownership interests of 1.14% and 0.81% in the operating partnership at June 30, 2023 and 2022, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of June 30, 2023, the Company held cash and cash equivalents of $254.1 million and restricted cash of $167.5 million, the vast majority of which is comprised of lender and manager-held reserves. As of June 30, 2023, $19.0 million was also due to the Company from third-party hotel managers, most of which is held by one of the Company’s managers and is available to fund hotel operating costs. At June 30, 2023, our net debt to gross assets was 69.5%.

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The Company’s cash and cash equivalents are primarily comprised of corporate cash invested in short-term U.S. Treasury securities with maturity dates of less than 90 days and corporate cash held at commercial banks in Insured Cash Sweep (“ICS”) accounts, which are fully insured by the FDIC. The Company’s cash and cash equivalents also includes property-level operating cash deposited with commercial banks that have been designated as a Global Systemically Important Bank (“G-SIB”) by the Financial Stability Board (“FSB”) and a small amount deposited with other commercial banks.

Based on our current level of operations, our cash flow from operations and our existing cash balances should be adequate to meet upcoming anticipated requirements for interest and principal payments on debt (excluding any potential final maturity payments and paydowns for extension tests), working capital, and capital expenditures for the next 12 months and dividends required to maintain our status as a REIT for U.S. federal income tax purposes. With respect to upcoming maturities, no assurances can be given that we will be able to refinance our upcoming maturities. Additionally, no assurances can be given that we will obtain additional financings or, if we do, what the amount and terms will be. Our failure to obtain future financing under favorable terms could adversely impact our ability to execute our business strategy or may result in lender foreclosure.

Our cash position from operations is affected primarily by macro industry movements in occupancy and rate as well as our ability to control costs. Further, interest rates can greatly affect the cost of our debt service as well as the value of any financial hedges we may put in place. We monitor industry fundamentals and interest rates very closely. Capital expenditures above our reserves will affect cash flow as well and are impacted by inflation.

Certain of our loan agreements contain cash trap provisions that may be triggered if the performance of our hotels declines below a threshold. When these provisions are triggered, substantially all of the profit generated by our hotels is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. During a cash trap, certain disbursements from these hotel operating cash receipts would require consent of our lenders. At June 30, 2023, 41% of our hotels were in cash traps and approximately $10.0 million of our restricted cash was subject to these cash traps. Our loans currently in cash traps may remain subject to cash trap provisions for a substantial period of time which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT.

We have extension options relating to certain property-level loans that will permit us to extend the maturity date of our loans if certain conditions are satisfied at the respective extension dates, including the achievement of debt yield targets required in order to extend such loans. To the extent we decide to extend the maturity date of the debt outstanding under the loans, we may be required to prepay a significant amount of the loans in order to meet the required debt yield targets. There can be no assurances that we will be able to meet the conditions for extensions pursuant to the respective terms of such loans.

If we violate covenants in our debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP.

Mortgage and mezzanine loans are nonrecourse to the borrowers, except for customary exceptions or carve-outs that trigger recourse liability to the borrowers in certain limited instances. Recourse obligations typically include only the payment of costs and liabilities suffered by lenders as a result of the occurrence of certain bad acts on the part of the borrower. However, in certain cases, carve-outs could trigger recourse obligations on the part of the borrower with respect to repayment of all or a portion of the outstanding principal amount of the loans. We have entered into customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of the borrowers that result from non-recourse carve-outs (which include, but are not limited to, fraud, misrepresentation, willful conduct resulting in waste, misappropriations of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral, and certain environmental liabilities). In the opinion of management, none of these guaranty agreements, either individually or in the aggregate, are likely to have a material adverse effect on our business, results of operations, or financial condition.

We have entered into certain customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of our subsidiaries or joint ventures that may result from non-recourse carve-outs, which include, but are not limited to, fraud, misrepresentation, willful misconduct resulting in waste, misappropriations of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral, delinquency of trade payables and certain environmental liabilities. Certain of these guarantees represent a guaranty of material amounts, and if we are required to make payments under those guarantees, our liquidity could be adversely affected.

We are committed to an investment strategy where we will pursue hotel-related investments as suitable situations arise. Funds for future hotel-related investments are expected to be derived, in whole or in part, from cash on hand, future borrowings under a credit facility or other loans, or proceeds from additional issuances of common stock, preferred stock (including net

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proceeds from the sale of any shares of Series J Preferred Stock or Series K Preferred Stock), or other securities, asset sales, and joint ventures. However, we have no formal commitment or understanding to invest in additional assets, and there can be no assurance that we will successfully make additional investments. We may, when conditions are suitable, consider additional capital raising opportunities.

Our existing hotel properties are mostly located in developed areas with competing hotel properties. Future occupancy, ADR, and RevPAR of any individual hotel could be materially and adversely affected by an increase in the number or quality of competitive hotel properties, home sharing companies or apartment operators offering short-term rentals in its market area. Competition could also affect the quality and quantity of future investment opportunities.

Debt Transactions

On February 9, 2023, the Company amended its JP Morgan Chase – 8 hotel mortgage loan, which had a current maturity in February 2023. As part of the amendment, the Company repaid $50.0 million in principal, exercised the 2023 loan extension and reduced the 2024 debt yield extension test from 9.25% to 8.50%.

On April 6, 2023, the Company extended its BAML Highland mortgage loan to April 2024. As part of the extension, the Company repaid $45.0 million in principal and the interest rate increased from LIBOR + 3.20% to LIBOR + 3.47%.

On May 19, 2023, we refinanced our $73.5 million mortgage, secured by the Hilton Alexandria and our $25.0 million mortgage, secured by the La Posada de Santa Fe. The new mortgage loan totals $98.5 million. The mortgage loan is interest only and provides for an interest rate of SOFR + 4.00%. The stated maturity is May 2026 with two one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is secured by the Hilton Alexandria and the La Posada de Santa Fe.

On June 9, 2023, the Company exercised a one-year extension option for its Keys Pool C mortgage loan to extend the loan to June 2024. As part of the extension, the Company repaid approximately $62.4 million in principal.

On June 21, 2023, the Company and Ashford Hospitality Limited Partnership, an indirect subsidiary of the Company, entered into Amendment No. 2 with the Lenders and Oaktree Fund Administration, LLC. Amendment No. 2, subject to the conditions set forth therein, provides that, among other things:

(i)    the DDTL Commitment Expiration Date will be July 7, 2023, or such earlier date that the Borrower makes an Initial DDTL draw to be used by the Borrower to prepay certain mortgage indebtedness;

(ii)    notwithstanding the occurrence of the DDTL Commitment Expiration Date, up to $100,000,000 of Initial DDTLs will be made available by the Lenders for a period of twelve (12) months ending July 7, 2024, subject to the Borrower paying an unused fee of 9% per annum on the undrawn amount;

(iii)    Ashford Trust and the Borrower will be permitted to make certain Restricted Payments, including without limitation dividends on Ashford Trust’s preferred stock, without having to maintain Unrestricted Cash in an amount not less than the sum of (x) $100,000,000 plus (y) the aggregate principal amount of DDTLs advanced prior to the date thereof or contemporaneously therewith;

(iv)    a default on certain pool mortgage loans will not be counted against the $400,000,000 Mortgage Debt Threshold Amount;

(v)    for purposes of the Mortgage Debt Threshold Amount, a certain mortgage loan, with a current aggregate principal amount of $415,000,000, will be deemed to have a principal amount of $400,000,000; and

(vi)    when payable by the Borrower under the Credit Agreement, at least 50% of the Exit Fee shall be paid as a Cash Exit Fee.

Effective June 30, 2023, LIBOR is no longer published. Accordingly, all variable interest rate mortgage loans held by the Company that use the LIBOR index transitioned to SOFR beginning on July 1, 2023. Not all lenders will execute loan amendment documents and instead will defer to original loan documents that dictate changes in index rates.

The KEYS mortgage loans were entered into on June 13, 2018, each of which had a two-year initial term and five one-year extension options. In order to qualify for a one-year extension in June of 2023, each KEYS loan pool was required to achieve a certain debt yield test. The Company extended its KEYS Pool C loan with a paydown of approximately $62.4 million, its KEYS Pool D loan with a paydown of approximately $25.6 million, and its KEYS Pool E loan with a paydown of approximately $41.0 million. On June 9, 2023 the Company received a 30-day extension to satisfy the extension conditions in order to negotiate modifications to the respective extension tests. Subsequent to June 30, 2023 the Company elected not to make the required paydowns to extend its KEYS Pool A loan, KEYS Pool B loan and KEYS Pool F loan, thereby defaulting on such loans. The Company is currently in discussions with its lenders on these loan pools seeking modifications to the extension

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tests; however, it appears that the most likely outcome will be a consensual transfer of these hotels to the respective lenders. Below is a summary of the hotel properties securing the KEYS mortgage loans:

KEYS A Loan Pool

Courtyard Columbus Tipton Lakes – Columbus, IN

Courtyard Old Town – Scottsdale, AZ

Residence Inn Hughes Center – Las Vegas, NV

Residence Inn Phoenix Airport – Phoenix, AZ

Residence Inn San Jose Newark – Newark, CA

SpringHill Suites Manhattan Beach – Hawthorne, CA

SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA

KEYS B Loan Pool

Courtyard Basking Ridge – Basking Ridge, NJ

Courtyard Newark Silicon Valley – Newark, CA

Courtyard Oakland Airport – Oakland, CA

Courtyard Plano Legacy Park – Plano, TX

Residence Inn Plano – Plano, TX

SpringHill Suites BWI Airport – Baltimore, MD

TownePlace Suites Manhattan Beach – Hawthorne, CA

KEYS C Loan Pool

Hyatt Coral Gables – Coral Gables, FL

Hilton Ft. Worth – Fort Worth, TX

Hilton Minneapolis Airport – Bloomington, MN

Sheraton San Diego – San Diego, CA

Sheraton Bucks County, PA – Langhorne, PA

KEYS D Loan Pool

Marriott Beverly Hills – Los Angeles, CA

One Ocean Resort – Atlantic Beach, FL

Marriott Suites Dallas – Dallas, TX

Hilton Santa Fe – Santa Fe, NM

Embassy Suites Dulles – Herndon, VA

KEYS E Loan Pool

Marriott Fremont – Fremont, CA

Embassy Suites Philadelphia – Philadelphia, PA

Marriott Memphis – Memphis, TN

Sheraton Anchorage – Anchorage, AK

Lakeway Resort Austin – Lakeway, TX

KEYS F Loan Pool

Embassy Suites Flagstaff – Flagstaff, AZ

Embassy Suites Walnut Creek – Walnut Creek, CA

Marriott Bridgewater – Bridgewater, NJ

Marriott Research Triangle Park – Durham, NC

W Atlanta Downtown – Atlanta, GA

Equity Transactions

On September 9, 2021, the Company and M3A LP (“M3A”) entered into a purchase agreement (the “M3A Purchase Agreement”), which provides that subject to the terms and conditions set forth therein, the Company may sell to M3A up to approximately 6.0 million shares of common stock, from time to time during the term of the M3A Purchase Agreement. The Company filed a Form S-3, which was declared effective by the SEC on April 1, 2022, to replace the previous Form S-11 and to register for resale any future resales by M3A under the M3A Purchase Agreement. As of August 7, 2023, the Company has issued approximately 900,000 shares of common stock for gross proceeds of approximately $12.9 million under the M3A Purchase Agreement.

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On March 4, 2022, the Company filed an initial registration statement on Form S-3 with the SEC, as amended on April 29, 2022, related to the Company’s non-traded Series J Preferred Stock and Series K Preferred Stock. The registration statement was declared effective by the SEC on May 4, 2022, and contemplates the offering of up to (i) 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock in a primary offering and (ii) 8.0 million shares of Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan. On May 5, 2022, we filed our prospectus for the offering with the SEC. Ashford Securities, a subsidiary of Ashford Inc., serves as the dealer manager for the offering. As of August 7, 2023, the Company has issued approximately 2.0 million shares of Series J Preferred Stock and received net proceeds of approximately $46.0 million and approximately 95,000 shares of Series K Preferred Stock and received net proceeds of approximately $2.3 million.

On April 6, 2022 the board of directors approved a stock repurchase program (the “Repurchase Program”) pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced the 2017 Repurchase Program that the board of directors authorized in December 2017. No shares have been repurchased under the Repurchase Program.

On April 11, 2022, the Company entered into the Virtu Equity Distribution Agreement with Virtu, to sell from time to time shares of the Company’s common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of August 7, 2023, the Company has not issued any common stock pursuant to the Virtu Equity Distribution Agreement.

Sources and Uses of Cash

Our principal sources of funds to meet our cash requirements include cash on hand, cash flow from operations, capital market activities, property refinancing proceeds and asset sales. Additionally, our principal uses of funds are expected to include possible operating shortfalls, owner-funded capital expenditures, dividends, new investments, and debt interest and principal payments. Items that impacted our cash flow and liquidity during the periods indicated are summarized as follows:

Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by (used in) operating activities, pursuant to our consolidated statements of cash flows, which includes changes in balance sheet items, were $35.3 million and $35.7 million for the six months ended June 30, 2023 and 2022, respectively. Cash flows provided by (used in) operations were impacted by changes in hotel operations, our hotel disposition and acquisition in 2022 as well as the timing of collecting receivables from hotel guests, paying vendors, settling with derivative counterparties, settling with related parties and settling with hotel managers.

Net Cash Flows Provided by (Used in) Investing Activities. For the six months ended June 30, 2023, net cash flows used in investing activities were $49.6 million. Cash outflows consisted of $68.0 million for capital improvements made to various hotel properties, $149,000 of payments for franchise fees, partially offset by cash inflows of $18.2 million related to restricted cash received from initial consolidation of VIE and $327,000 from property insurance proceeds.

For the six months ended June 30, 2022, net cash flows used in investing activities were $37.0 million. Cash outflows primarily consisted of $42.8 million for capital improvements made to various hotel properties. Cash outflows were partially offset by cash inflows of $783,000 from proceeds received from the sale of six WorldQuest condominium units and $1.0 million of proceeds from property insurance and $4.0 million of proceeds from notes receivable.

Net Cash Flows Provided by (Used in) Financing Activities. For the six months ended June 30, 2023, net cash flows used in financing activities were $123.2 million. Cash outflows primarily consisted of $257.5 million for repayments of indebtedness, $9.9 million for payments of loan costs and exit fees, $6.7 million of payments for preferred dividends and $14.2 million of payments for derivatives, partially offset by cash inflows of $99.7 million from borrowings on indebtedness, $34.7 million of net proceeds from preferred stock offerings and $31.0 million from counterparty payments comprised of $21.5 million from in-the-money interest rate caps and $9.5 million from sales of interest rate caps.

For the six months ended June 30, 2022, net cash flows used in financing activities were $25.4 million. Cash outflows primarily consisted of $11.9 million for repayments of indebtedness, $1.7 million for payments of loan costs and exit fees, $6.2 million of payments for preferred dividends, $5.3 million of payments for derivatives.

Dividend Policy. Distributions are authorized by our board of directors and declared by us based upon a variety of factors deemed relevant by our directors. The board of directors will continue to review our distribution policy on at least a quarterly basis. Our ability to pay distributions to our preferred or common stockholders will depend, in part, upon our receipt of

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distributions from our operating partnership. This, in turn, may depend upon receipt of lease payments with respect to our properties from indirect subsidiaries of our operating partnership, the management of our properties by our hotel managers and general business conditions. Distributions to our stockholders are generally taxable to our stockholders as ordinary income. However, since a portion of our investments are equity ownership interests in hotels, which result in depreciation and non-cash charges against our income, a portion of our distributions may constitute a non-taxable return of capital, to the extent of a stockholder’s tax basis in the stock. To the extent that it is consistent with maintaining our REIT status, we may maintain accumulated earnings of Ashford TRS in that entity.

On December 6, 2022, our board of directors reviewed and approved our 2023 dividend policy. We do not anticipate paying any dividends on our outstanding common stock for any quarter during 2023 and expect to pay dividends on our outstanding preferred stock during 2023. Declaration of dividends in 2023 on our preferred stock may require a determination by our board of directors, at the time of any determination, that the Company would continue to have positive equity on a fair value basis, among other considerations. Our board of directors will continue to review our dividend policy and make future announcements with respect thereto. We may incur indebtedness to meet distribution requirements imposed on REITs under the Code to the extent that working capital and cash flow from our investments are insufficient to fund required distributions. We may pay dividends in excess of our cash flow.

SEASONALITY

Our properties’ operations historically have been seasonal as certain properties maintain higher occupancy rates during the summer months, while certain other properties maintain higher occupancy rates during the winter months. This seasonality pattern can cause fluctuations in our quarterly lease revenue under our percentage leases. Quarterly revenue also may be adversely affected by renovations and repositionings, our managers’ effectiveness in generating business and by events beyond our control, such as pandemics, extreme weather conditions, natural disasters, terrorist attacks or alerts, civil unrest, government shutdowns, airline strikes or reduced airline capacity, economic factors and other considerations affecting travel. To the extent that cash flows from operations are insufficient during any quarter to enable us to make quarterly distributions to maintain our REIT status due to temporary or seasonal fluctuations in lease revenue, we expect to utilize cash on hand, borrowings and common stock to fund required distributions. However, we cannot make any assurances that we will make distributions in the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in our 2022 Form 10-K. There have been no material changes in these critical accounting policies.

NON-GAAP FINANCIAL MEASURES

The following non-GAAP presentations of EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO are presented to help our investors evaluate our operating performance.

EBITDA is defined as net income (loss) before interest expense and amortization of discounts and loan costs, net, income taxes, depreciation and amortization, as adjusted to reflect only the Company’s portion of EBITDA of unconsolidated entities. In addition, we exclude gain/loss on consolidation of VIE and disposition of assets and gain/loss of unconsolidated entities to calculate EBITDAre, as defined by NAREIT.

We then further adjust EBITDAre to exclude certain additional items such as write-off of premiums, loan costs and exit fees, other income/expense, net, transaction and conversion costs, legal, advisory and settlement costs, advisory services incentive fee and stock/unit-based compensation and non-cash items such as amortization of unfavorable contract liabilities, realized and unrealized gains/losses on derivative instruments, as well as our portion of adjustments to EBITDAre of unconsolidated entities.

We present EBITDA, EBITDAre and Adjusted EBITDAre because we believe they are useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results. Our management

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team also uses EBITDA as one measure in determining the value of acquisitions and dispositions. EBITDA, EBITDAre and Adjusted EBITDAre as calculated by us may not be comparable to EBITDA, EBITDAre and Adjusted EBITDAre reported by other companies that do not define EBITDA, EBITDAre and Adjusted EBITDAre exactly as we define the terms. EBITDA, EBITDAre and Adjusted EBITDAre do not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to operating income (loss) or net income (loss) determined in accordance with GAAP as an indicator of performance or as an alternative to cash flows from operating activities as determined by GAAP as an indicator of liquidity.

The following table reconciles net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	(24,957)	$	(6,246)	$	(86,479)	$	(62,048)
Interest expense and amortization of discounts and loan costs	89,590		48,393		171,105		91,952
Depreciation and amortization	47,154		50,896		95,009		103,016
Income tax expense (benefit)	2,062		5,563		2,283		5,683
Equity in (earnings) loss of unconsolidated entities	181		151		577		304
Company’s portion of EBITDA of unconsolidated entities	157		(151)		88		(304)
EBITDA	114,187		98,606		182,583		138,603
(Gain) loss on consolidation of VIE and disposition of assets	(1,077)		(181)		(1,053)		(284)
EBITDAre	113,110		98,425		181,530		138,319
Amortization of unfavorable contract liabilities	18		42		47		95
Transaction and conversion costs	1,033		914		1,152		1,573
Write-off of premiums, loan costs and exit fees	950		971		1,370		1,698
Realized and unrealized (gain) loss on derivatives	(12,583)		(6,074)		(7,168)		(9,285)
Stock/unit-based compensation	1,550		2,038		2,883		4,049
Legal, advisory and settlement costs	—		12		—		37
Other (income) expense, net	(123)		(84)		(243)		(185)
Advisory services incentive fee	—		(151)		—		—
Dead deal costs	—		280		—		280
Company’s portion of adjustments to EBITDAre of unconsolidated entities	—		(1)		1		11
Adjusted EBITDAre	$	103,955	$	96,372	$	179,572	$	136,592

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We calculate FFO and Adjusted FFO in the following table. FFO is calculated on the basis defined by NAREIT, which is net income (loss) attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses on consolidation of VIE and disposition of assets, plus depreciation and amortization of real estate assets, impairment charges on real estate assets, and after adjustments for unconsolidated entities and noncontrolling interests in the operating partnership. Adjustments for unconsolidated entities are calculated to reflect FFO on the same basis. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. Our calculation of Adjusted FFO excludes write-off of premiums, loan costs and exit fees, other income/expense, net, transaction and conversion costs, legal, advisory and settlement costs, stock/unit-based compensation and non-cash items such as deemed dividends on redeemable preferred stock, amortization of loan costs, amortization of credit facility exit fee, unrealized gains/losses on derivative instruments, as well as our portion of adjustments to FFO related to unconsolidated entities. We exclude items from Adjusted FFO that are either non-cash or are not part of our core operations in order to provide a period-over-period comparison of our operating results. We present FFO and Adjusted FFO because we consider FFO and Adjusted FFO important supplemental measures of our operational performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO and Adjusted FFO when reporting their results. FFO and Adjusted FFO are intended to exclude GAAP historical cost depreciation and amortization, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and Adjusted FFO exclude depreciation and amortization related to real estate assets, gains and losses from real property dispositions and impairment losses on real estate assets, FFO and Adjusted FFO provide performance measures that, when compared year over year, reflect the effect to operations from trends in occupancy, guestroom rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We consider FFO and Adjusted FFO to be appropriate measures of our ongoing normalized operating performance as a REIT. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that either do not define the term in accordance with the current NAREIT definition or interpret the NAREIT definition differently than we do. FFO and Adjusted FFO do not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to a) GAAP net income or loss as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity, nor is it indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO and Adjusted FFO should be considered along with our net income or loss and cash flows reported in the consolidated financial statements.

The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	(24,957)	$	(6,246)	$	(86,479)	$	(62,048)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	349		76		949		448
Preferred dividends	(3,752)		(3,104)		(6,995)		(6,207)
Deemed dividends on redeemable preferred stock	(826)		—		(1,233)		—
Net income (loss) attributable to common stockholders	(29,186)		(9,274)		(93,758)		(67,807)
Depreciation and amortization of real estate	47,154		50,896		95,009		103,016
(Gain) loss on consolidation of VIE and disposition of assets	(1,077)		(181)		(1,053)		(284)
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership	(349)		(76)		(949)		(448)
Equity in (earnings) loss of unconsolidated entities	181		151		577		304
Company’s portion of FFO of unconsolidated entities	(67)		(151)		(354)		(304)
FFO available to common stockholders and OP unitholders	16,656		41,365		(528)		34,477
Deemed dividends on redeemable preferred stock	826		—		1,233		—
Transaction and conversion costs	1,033		914		1,152		1,573
Write-off of premiums, loan costs and exit fees	950		971		1,370		1,698
Unrealized (gain) loss on derivatives	(617)		(6,074)		14,325		(9,285)
Stock/unit-based compensation	1,550		2,038		2,883		4,049
Legal, advisory and settlement costs	—		12		—		37
Other (income) expense, net	(123)		(84)		(243)		(185)
Amortization of term loan exit fee	4,640		2,896		8,796		5,577
Amortization of loan costs	3,614		2,403		6,385		4,802
Advisory services incentive fee	—		(151)		—		—
Dead deal costs	—		280		—		280
Company’s portion of adjustments to FFO of unconsolidated entities	—		(1)		1		11
Adjusted FFO available to common stockholders and OP unitholders	$	28,529	$	44,569	$	35,374	$	43,034

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HOTEL PORTFOLIO

The following table presents certain information related to our hotel properties as of June 30, 2023:

Hotel Property	Location	Service Type	Total Rooms	% Owned	Owned Rooms
Fee Simple Properties
Embassy Suites	Austin, TX	Full service	150	100	150
Embassy Suites	Dallas, TX	Full service	150	100	150
Embassy Suites	Herndon, VA	Full service	150	100	150
Embassy Suites	Las Vegas, NV	Full service	220	100	220
Embassy Suites	Flagstaff, AZ	Full service	119	100	119
Embassy Suites	Houston, TX	Full service	150	100	150
Embassy Suites	West Palm Beach, FL	Full service	160	100	160
Embassy Suites	Philadelphia, PA	Full service	263	100	263
Embassy Suites	Walnut Creek, CA	Full service	249	100	249
Embassy Suites	Arlington, VA	Full service	269	100	269
Embassy Suites	Portland, OR	Full service	276	100	276
Embassy Suites	Santa Clara, CA	Full service	258	100	258
Embassy Suites	Orlando, FL	Full service	174	100	174
Hilton Garden Inn	Jacksonville, FL	Select service	119	100	119
Hilton Garden Inn	Austin, TX	Select service	254	100	254
Hilton Garden Inn	Baltimore, MD	Select service	158	100	158
Hilton Garden Inn	Virginia Beach, VA	Select service	176	100	176
Hilton	Houston, TX	Full service	242	100	242
Hilton	St. Petersburg, FL	Full service	333	100	333
Hilton	Santa Fe, NM	Full service	158	100	158
Hilton	Bloomington, MN	Full service	300	100	300
Hilton	Costa Mesa, CA	Full service	486	100	486
Hilton	Boston, MA	Full service	390	100	390
Hilton	Parsippany, NJ	Full service	353	100	353
Hilton	Tampa, FL	Full service	238	100	238
Hilton	Alexandria, VA	Full service	252	100	252
Hilton	Santa Cruz, CA	Full service	178	100	178
Hilton	Ft. Worth, TX	Full service	294	100	294
Hampton Inn	Lawrenceville, GA	Select service	85	100	85
Hampton Inn	Evansville, IN	Select service	140	100	140
Hampton Inn	Parsippany, NJ	Select service	152	100	152
Hampton Inn	Buford, GA	Select service	92	100	92
Marriott	Beverly Hills, CA	Full service	260	100	260
Marriott	Durham, NC	Full service	225	100	225
Marriott	Arlington, VA	Full service	701	100	701
Marriott	Bridgewater, NJ	Full service	349	100	349
Marriott	Dallas, TX	Full service	265	100	265
Marriott	Fremont, CA	Full service	357	100	357
Marriott	Memphis, TN	Full service	232	100	232
Marriott	Irving, TX	Full service	499	100	499
Marriott	Omaha, NE	Full service	300	100	300
Marriott	Sugarland, TX	Full service	300	100	300
SpringHill Suites by Marriott	Baltimore, MD	Select service	133	100	133
SpringHill Suites by Marriott	Kennesaw, GA	Select service	90	100	90
SpringHill Suites by Marriott	Buford, GA	Select service	97	100	97
SpringHill Suites by Marriott	Manhattan Beach, CA	Select service	164	100	164
SpringHill Suites by Marriott	Plymouth Meeting, PA	Select service	199	100	199
Fairfield Inn by Marriott	Kennesaw, GA	Select service	86	100	86
Courtyard by Marriott	Bloomington, IN	Select service	117	100	117
Courtyard by Marriott - Tremont	Boston, MA	Select service	315	100	315
Courtyard by Marriott	Columbus, IN	Select service	90	100	90
Courtyard by Marriott	Denver, CO	Select service	202	100	202
Courtyard by Marriott	Gaithersburg, MD	Select service	210	100	210
Courtyard by Marriott	Crystal City, VA	Select service	272	100	272
Courtyard by Marriott	Overland Park, KS	Select service	168	100	168
Courtyard by Marriott	Foothill Ranch, CA	Select service	156	100	156

58

Hotel Property	Location	Service Type	Total Rooms	% Owned	Owned Rooms
Courtyard by Marriott	Alpharetta, GA	Select service	154	100	154
Courtyard by Marriott	Oakland, CA	Select service	156	100	156
Courtyard by Marriott	Scottsdale, AZ	Select service	180	100	180
Courtyard by Marriott	Plano, TX	Select service	153	100	153
Courtyard by Marriott	Newark, CA	Select service	181	100	181
Courtyard by Marriott	Manchester, CT	Select service	90	100	90
Courtyard by Marriott	Basking Ridge, NJ	Select service	235	100	235
Marriott Residence Inn	Evansville, IN	Select service	78	100	78
Marriott Residence Inn	Orlando, FL	Select service	350	100	350
Marriott Residence Inn	Falls Church, VA	Select service	159	100	159
Marriott Residence Inn	San Diego, CA	Select service	150	100	150
Marriott Residence Inn	Salt Lake City, UT	Select service	144	100	144
Marriott Residence Inn	Las Vegas, NV	Select service	256	100	256
Marriott Residence Inn	Phoenix, AZ	Select service	200	100	200
Marriott Residence Inn	Plano, TX	Select service	126	100	126
Marriott Residence Inn	Newark, CA	Select service	168	100	168
Marriott Residence Inn	Manchester, CT	Select service	96	100	96
Marriott Residence Inn	Jacksonville, FL	Select service	120	100	120
TownePlace Suites by Marriott	Manhattan Beach, CA	Select service	143	100	143
One Ocean	Atlantic Beach, FL	Full service	193	100	193
Sheraton Hotel	Langhorne, PA	Full service	186	100	186
Sheraton Hotel	Minneapolis, MN	Full service	220	100	220
Sheraton Hotel	Indianapolis, IN	Full service	378	100	378
Sheraton Hotel	Anchorage, AK	Full service	370	100	370
Sheraton Hotel	San Diego, CA	Full service	260	100	260
Hyatt Regency	Coral Gables, FL	Full service	254	100	254
Hyatt Regency	Hauppauge, NY	Full service	358	100	358
Hyatt Regency	Savannah, GA	Full service	351	100	351
Renaissance	Nashville, TN	Full service	674	100	674
Annapolis Historic Inn	Annapolis, MD	Full service	124	100	124
Lakeway Resort & Spa	Austin, TX	Full service	168	100	168
Silversmith	Chicago, IL	Full service	144	100	144
The Churchill	Washington, D.C.	Full service	173	100	173
The Melrose	Washington, D.C.	Full service	240	100	240
Le Pavillon	New Orleans, LA	Full service	226	100	226
The Ashton	Ft. Worth, TX	Full service	39	100	39
Westin	Princeton, NJ	Full service	296	100	296
W	Atlanta, GA	Full service	237	100	237
Hotel Indigo	Atlanta, GA	Full service	141	100	141
Ritz-Carlton	Atlanta, GA	Full service	444	100	444
La Posada de Santa Fe	Santa Fe, NM	Full service	157	100	157
Leasehold Properties
Crowne Plaza (1) (2)	Key West, FL	Full service	160	100	160
Renaissance (3)	Palm Springs, CA	Full service	410	100	410
Hilton (4)	Marietta, GA	Full service	200	100	200
Le Meridien (5)	Fort Worth, TX	Full service	188	33	61
Total			22,505		22,378

________

(1) The ground lease expires in 2084.

(2) The Company entered into a franchise agreement with Marriott to convert the Crowne Plaza La Concha Key West Hotel in Key West, Florida to an Autograph Collection property. The agreement with Marriott calls for the hotel to operate under Marriott White Label beginning on November 1, 2023 and to be converted to an Autograph property by April 1, 2025.

(3) The ground lease expires in 2059 with one 25-year extension option.

(4) The lease expires in 2054 and includes the lease of the land, hotel and conference center (including the building, improvements, furniture, fixtures and equipment).

(5) The lease expires in 2120 and includes the lease of the land and building. The property is under development.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.

At June 30, 2023, our total indebtedness of $3.7 billion included $3.4 billion of variable-rate debt. The impact on our results of operations of a 25-basis point change in interest rate on the outstanding balance of variable-rate debt at June 30, 2023 would be approximately $8.4 million per year. However, we currently have various interest rate caps in place that limit this exposure. Interest rate changes have no impact on the remaining $319.6 million of fixed-rate debt.

The above amounts were determined based on the impact of hypothetical interest rates on our borrowings and assume no changes in our capital structure. As the information presented above includes only those exposures that existed at June 30, 2023, it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies in place at the time, and the related interest rates.

ITEM 4.CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2023 (“Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects nine hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. In May 2023 the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class de-certified. The trial court set a due date of August 7, 2023 for the briefs. If this litigation goes to trial, we expect that the earliest the trial would occur is the last quarter of 2023, based on various extensions to which the parties have agreed. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of June 30, 2023, no amounts have been accrued.

We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disability Act and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material

60

adverse effect on our consolidated financial position, results of operations, or cash flow. However, our assessment may change depending upon the development of these legal proceedings, and the final results of these legal proceedings cannot be predicted with certainty. If we do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods.

ITEM 1A.    RISK FACTORS

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. In addition to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, the following risk factor should be carefully considered in evaluating us and our business.

Our cash, cash equivalents and investments could be adversely affected if the financial institutions in which we hold our cash, cash equivalents and investments fail.

We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insurance limit. The FDIC took control and was appointed receiver of Silicon Valley Bank, New York Signature Bank and First Republic Bank on March 10, 2023, March 12, 2023 and May 1, 2023, respectively. The Company does not have any direct exposure to Silicon Valley Bank, New York Signature Bank or First Republic Bank. However, if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

The following table provides the information with respect to purchases and forfeitures of shares of our common stock during each of the months in the second quarter of 2023:

Period	Total Number of Shares Purchased	Average Price Paid Per Share			Total Number of Shares Purchased as Part of Publicly Announced Plan (1)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan (1)
Common stock:
April 1 to April 30	111	$	3.40	(2)	—	$	200,000
May 1 to May 31	6,961	3.79		(2)	—	200,000
June 1 to June 30	—	—			—	200,000
Total	7,072	$	3.78		—

____________________

(1)On April 6, 2022 the board of directors approved a stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced the previous repurchase authorization that the board of directors authorized in December 2017.

(2)Includes 111 and 6,961 shares in April and May that were withheld to cover tax-withholding requirements related to the vesting of restricted shares of our common stock issued to employees of our advisor pursuant to the Company’s stockholder-approved stock incentive plan.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

None.

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ITEM 5.OTHER INFORMATION

Second Amended and Restated Bylaws

On August 8, 2023, the board of directors (the “Board”) of the Company approved amendments to the Second Amended and Restated Bylaws, as amended, of the Company (the “Bylaws”), effective immediately. The amendments to the Bylaws provide, among other things, that:

•the notice to be furnished to the Company by a stockholder seeking to bring a proposed director nomination before a meeting of the Company’s stockholders must include the information required pursuant to Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) if the stockholder intends to engage in a solicitation in support of director nominees other than the Company’s nominees;

•no stockholder may solicit proxies in support of any nominees other than individuals nominated by the Board unless such stockholder has complied with Rule 14a-19 under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Company of notices required thereunder in a timely manner;

•if any stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act and subsequently fails to comply with any of the requirements of Rule 14a-19 under the Exchange Act, then the Company will disregard any proxies or votes solicited for such stockholder’s nominee; and

•at the request of the Company, if any stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder must deliver to the Company, no later than five business days prior to the applicable meeting of stockholders, reasonable evidence that such stockholder has met the requirements of Rule 14a-19 under the Exchange Act.

In addition, the amendments to the Bylaws include enhancements to certain advance notice procedures and disclosure requirements for a stockholder nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 of the Exchange Act). The above summary does not purport to be complete and is qualified in its entirety by reference to the Second Amended and Restated Bylaws, as amended on August 8, 2023, a copy of which is filed as Exhibit 3.8 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Rule 10b5-1 Trading Agreements

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6.EXHIBITS

Exhibit	Description
3.1	Articles of Amendment and Restatement, as amended by Amendment Number One to Articles of Amendment and Restatement (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-3 filed May 15, 2015)
3.2	Amendment Number Two to Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on May 22, 2017) (File No. 00131775)
3.3	Articles of Amendment to the Company’s charter (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on July 1, 2020) (File No. 001-31775)
3.4	Articles of Amendment to the Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on July 16, 2021) (File No. 001-31775)
3.5	Articles Supplementary, dated April 28, 2022 (incorporated by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form S-3, filed on April 29, 2022) (File No. 333-263323)
3.6	Articles Supplementary establishing the Series J Preferred Stock, dated September 14, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on September 14, 2022) (File No. 333-263323)
3.7	Articles Supplementary establishing the Series K Preferred Stock, dated September 14, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed on September 14, 2022) (File No. 333-263323)
3.8*	Second Amended and Restated Bylaws, as amended by Amendment No. 1 on October 26, 2014, by Amendment No. 2 on October 19, 2015, by Amendment No. 3 on August 2, 2016, by Amendment No. 4 on March 17, 2022, by Amendment No. 5 on February 23, 2023 and Amendment No. 6 on August 8, 2023, adopted on August 8, 2023.
10.1	Limited Waiver Under Advisory Agreement, dated as of March 2, 2023, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on March 3, 2023) (File No. 001-31775)

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Exhibit	Description
10.2	Limited Waiver to Credit Agreement, dated as of March 2, 2023, by and among Ashford Hospitality Limited Partnership, Ashford Hospitality Trust, Inc., the guarantors party thereto, the Lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K, filed on March 3, 2023) (File No. 001-31775)
10.3	Credit Agreement, dated as of January 15, 2021, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, OPPS AHT Holdings, LLC, ROF8 AHT PT, LLC, Oaktree Phoenix Investment Fund AIF (Delaware), L.P., and Oaktree Fund Administration, LLC, as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on January 15, 2021) (File No. 001-31775).
10.4	Amendment No. 1 to Credit Agreement, dated as of October 12, 2021, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, OPPS AHT Holdings, LLC, ROF8 AHT PT, LLC, The Lenders Phoenix Investment Fund AIF (Delaware), L.P., and Oaktree Fund Administration, LLC, as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K, filed on October 13, 2021) (File No. 001-31775).
10.5	Amendment No. 2 to Credit Agreement, dated as of June 21, 2023, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, OCM AHT Holdings, LLC, ROF8 AHT PT, LLC, Oaktree Phoenix Investment Fund AIF (Delaware), L.P., and Oaktree Fund Administration, LLC, as administrative agent (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on June 23, 2023) (File No. 001-31775)
10.6	Investor Agreement, dated as of January 15, 2021, by and among Ashford Hospitality Trust, Inc., OPPS AHT Holdings, LLC and ROF8 AHT PT, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K, filed on January 15, 2021) (File No. 001-31775).
10.7	Subordination and Non-Disturbance Agreement, dated as of January 15, 2021, by and among Oaktree Fund Administration, LLC as the Administrative Agent and collateral agent on behalf of the Lenders, Ashford Inc., Ashford Hospitality Advisors LLC, Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Remington Lodging & Hospitality, LLC, Premier Project Management, LLC and Lismore Capital II LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, filed on January 15, 2021) (File No. 001-31775).
10.8	Amendment No. 3 to the Ashford Hospitality Trust, Inc. 2021 Stock Incentive Plan (incorporated by reference to Annex B to the Company’s Proxy Statement on Schedule 14A, filed on March 28, 2023) (File No. 001-31775).
31.1*	Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2*	Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements Comprehensive Income (Loss); (iv) Consolidated Statements of Equity (Deficit); (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Submitted electronically with this report.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Submitted electronically with this report.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically with this report.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	Submitted electronically with this report.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	Submitted electronically with this report.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

___________________________________

* Filed herewith.

** Furnished herewith.

63

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 thereunto duly authorized.

    ASHFORD HOSPITALITY TRUST, INC.

Date:	August 9, 2023	By:	/s/ J. ROBISON HAYS, III
			J. Robison Hays, III
			President and Chief Executive Officer
Date:	August 9, 2023	By:	/s/ DERIC S. EUBANKS
			Deric S. Eubanks
			Chief Financial Officer

64

EX-3.8

EXHIBIT 3.8

ASHFORD HOSPITALITY TRUST, INC.

SECOND AMENDED AND RESTATED BYLAWS

August 8, 2023
as amended by
Amendment No. 1 on October 26, 2014,
by
Amendment No. 2 on October 19, 2015,
by
Amendment No. 3 on August 2, 2016,
by
Amendment No. 4 on March 17, 2022
by
Amendment No. 5 on February 23, 2023

and by

Amendment No. 6 on August 8, 2023

ASHFORD HOSPITALITY TRUST, INC.

SECOND AMENDED AND RESTATED BYLAWS

ARTICLE I

STOCKHOLDERS

Section 1.    Place. All meetings of stockholders shall be held at the principal executive office of Ashford Hospitality Trust, Inc. (the “Corporation”) or at such other place as shall be set by the Board of Directors (the “Board”) in accordance with these Bylaws and stated in the notice of the meeting.

Section 2.    Annual Meeting. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3.    Special Meetings.

(a)    General. Each of the Chairman of the Board, Chief Executive Officer and Board of Directors may call a special meeting of stockholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time and place set by the Chairman of the Board, Chief Executive Officer or Board of Directors, whoever has called the meeting. Subject to subsection (b) of this Section 3, effective immediately following the conclusion of the 2015 annual meeting of stockholders, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than 30% of all the votes entitled to be cast on such matter at such meeting.

(b)    Stockholder-Requested Special Meetings.

(1)    Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request

Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2)    In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than 30% of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 30 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3)    The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4)    In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at

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2:00 p.m., local time, on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5)    If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6)    The Chairman of the Board, Chief Executive Officer or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be

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construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7)    For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 4.    Notice. A written notice of all annual meetings of stockholders stating the hour, date and place of such annual meetings and, to the extent required by the Maryland General Corporation Law, the purpose for which the meeting has been called shall be given by the Secretary or an Assistant Secretary (or other person authorized by these Bylaws or by law) not less than 10 days nor more than 90 days before the meeting, unless any provisions of the Maryland General Corporation Law prescribe a different period of notice, to each stockholder entitled to vote at such meeting or to each stockholder who, under the Corporation’s charter, as amended from time to time (the “Charter”) or under these Bylaws, is entitled to such notice, by delivering such notice, by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article I or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article I, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article I) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5.    Organization and Conduct. Every meeting of stockholders shall be conducted by the Chairman of the Board or, in the case of a vacancy in the office or absence of the Chairman of the Board, by one of the following officers present at the meeting in the following order: the Vice Chairman of the Board, if there is one, the Chief Executive Officer, the President, the Vice Presidents in their order of rank and seniority, the Secretary, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, or, in the absence of both the Secretary and Assistant Secretaries, an individual appointed by the Board of Directors or, in the absence of such

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appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the Secretary presides at a meeting of stockholders, an Assistant Secretary, or, in the absence of all Assistant Secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6.    Quorum. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority (but solely for the 2023 annual meeting of stockholders and any postponement or adjournment thereof, at least one third) of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7.    Voting. A nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election); provided, however, that in the case of a contested election, directors shall be elected by a plurality of the votes cast (in which case stockholders shall not be permitted to cast votes against the election of directors). In the case of a plurality vote, each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. Cumulative voting is not permitted. For purposes of this Bylaw provision, a “contested election” shall mean any election of directors with respect to which (i) the Corporation receives notice that a stockholder has nominated an individual for election as a director in compliance with the requirements set forth in these Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or prior to the date the Corporation first mails its notice of meeting for such meeting to the stockholders, and, as a result of which, there are more nominees than directorships.

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A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by law or by the charter of the Corporation. Unless otherwise provided by statute or by the charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

Section 8.    Proxies. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 9.    Voting of Stock by Certain Holders. Stock of the Corporation registered in the name of a corporation, partnership, trust, limited liability company or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, trustee or managing member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or fiduciary may vote stock registered in the name of such person in the capacity of such director or fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt by the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

Section 10.    Inspectors. The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

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The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11.    Advance Notice of Stockholder Nominees for Director and Other Stockholder Proposals.

(a)    Annual Meetings of Stockholders.

(1)    Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2)    For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day nor later than 5:00 p.m., Eastern Time, on the 90th day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article I) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The postponement or adjournment of an annual meeting, or the public announcement thereof, shall not commence a new time period for the giving of a stockholder’s notice as described above.

(3)    Such stockholder’s notice shall set forth:

(i)    as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act;

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(ii)    as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom;

(iii)    as to the stockholder giving notice and any Stockholder Associated Person, the information required pursuant to Rule 14a-19(b) promulgated under the Exchange Act if the stockholder, such Stockholder Associated Person or any of their respective affiliates, associates or others acting in concert intends to engage in a solicitation in support of director nominees other than the Corporation’s nominees;

(iv)    as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person:

(A)    the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person,

(B)    the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person,

(C)    whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit from changes in the price of Company Securities for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof disproportionately to such person’s economic interest in the Company Securities, and

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(D)    any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(v)    as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee:

(A)    the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(B)    (i) a description of the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and (ii) a copy of the prospectus, offering memorandum or similar document and any presentation, document or marketing material provided to third parties (including investors and potential investors) to solicit an investment in such stockholder and each such Stockholder Associated Person that contains or describes such stockholder’s and each such Stockholder Associated Person’s performance, personnel or investment thesis or plans or proposals with respect to the Corporation;

(vi)    the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal prior to the date of such stockholder’s notice; and

(vii)    to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

(4)    Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation and (b) will serve as a director of the Corporation if

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elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded).

(5)    Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article I) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6)    For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

(b)    Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3(a) of this Article I for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the

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special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c)    General.

(1)    If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the Board of Directors, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11, and (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 11.

(2)    Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3)    For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.

(4)    Notwithstanding the foregoing provisions of this Section 11, (i) a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section

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11, (ii) no stockholder, Stockholder Associated Person, or any of their respective affiliates, associates and other persons acting in concert therewith shall solicit proxies in support of any nominees other than the nominees of the Board of Directors unless such person has complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner and (iii) if such stockholder, Stockholder Associated Person, or any of their respective affiliates, representatives or others acting in concert therewith (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act as required by Article I, Section 11(a)(3)(iii) and (2) subsequently fails to comply with any of the requirements of Rule 14a-19 promulgated under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for such stockholder’s nominees. Upon request by the Corporation, if any stockholder, Stockholder Associated Person, or any of their respective affiliates, associates and other persons acting in concert therewith provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that such stockholder, Stockholder Associated Person, and any of their respective affiliates, associates or other persons acting in concert therewith have met the requirements of Rule 14a-19 promulgated under the Exchange Act. Except to the extent provided by Rule 14a-19 promulgated under the Exchange Act with respect to a nomination made pursuant to Article I, Section 11(a) and that otherwise complies with the applicable provisions of these Bylaws, nothing in these Bylaws shall be construed to grant any stockholder the right to include or have disseminated or described in the Corporation’s proxy statement any such nomination of directors or directors. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

Section 12.    Shareholder Rights Plans. The Corporation will not adopt or maintain a shareholder rights plan (a “Rights Plan”) unless and until the Corporation’s voting stockholders vote to authorize the adoption or maintenance thereof; provided, however, that the Corporation may adopt or maintain a Rights Plan for a period of up to twelve (12) months if the Corporation’s Board of Directors determines that adopting or maintaining a Rights Plan is in the best interests of the Corporation.

ARTICLE II

DIRECTORS

Section 1.    Powers. All of the powers of the Corporation shall be exercised by or under the direction of the Board of Directors except as otherwise provided by the Charter or required by law.

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Section 2.    Number and Terms. The Board of Directors shall establish and may increase or decrease the number of directors of the Corporation, provided, that the number thereof shall never be less than the minimum number permitted under the Maryland General Corporation Law nor more than 15, and furtherprovided, that the tenure of office of a director shall not be affected by any decrease in the number of directors. A majority of the directors shall have been affirmatively determined by the Board to be independent, as defined and to the extent required in the applicable rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for a term of one year and until his successor shall be elected and shall qualify or until his earlier resignation or removal.

Section 3.    Director Nominations. Nomination of candidates for election as directors of the Corporation at any annual or special meeting of stockholders may be made (a) by, or at the direction of, a majority of the Board of Directors or (b) by any stockholder entitled to vote at such annual meeting and has complied with Article 1, Section 11.

Section 4.    Qualification. No Director need be a stockholder of the Corporation. Unless waived by a vote of the Board of Directors, no individual may serve as a director of the Corporation if he has reached the age of 70 years at the time of election. Upon attaining the age of 70, and annually thereafter, a director shall tender a letter of proposed retirement from the Board, effective upon the expiration of such director’s then-current term, and the Board shall determine whether, in light of all the circumstances, the Board should accept such proposed retirement or request that the director continue to serve on the Board of Directors.

Section 5.    Vacancies. Any vacancy occurring on the Board of Directors, including any vacancy created by reason of an increase in the number of directors, shall be filled in the manner provided in Article VII, Section 6 of the Charter.

Section 6.    Resignation. Any Director may resign at any time by giving written notice to the Board of Directors, effective upon execution and delivery to the Corporation of such written notice or upon any future date specified in the notice, unless the resignation otherwise provides.

Section 7.    Regular Meetings. The regular annual meeting of the Board of Directors shall be held, without other notice than this Bylaw, on the same date and at the same place as the annual meeting of stockholders following the close of such meeting of stockholders. Other regular meetings of the Board of Directors may be held at such hour, date and place as the Board of Directors may by resolution from time to time determine without other notice than such resolution.

Section 8.    Executive Sessions. To ensure free and open discussion and communication among the non-management directors, the non-management directors shall meet in executive session at least twice a year with no members of management present.

Section 9.    Special Meetings. Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a majority of the Directors, the Chairman of the Board, if one is elected, the Lead Director, if one is elected, or the Chief Executive Officer. The person calling any such special meeting of the Board of Directors may fix the hour, date and place thereof.

Section 10.    Notice of Meetings. Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each Director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairman of the Board, if one is elected, or the Chief Executive Officer or such other officer

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designated by the Chairman of the Board, if one is elected, or the Chief Executive Officer. Notice of any special meeting of the Board of Directors shall be given to each Director in person or by telephone, electronic mail, facsimile transmission or by telegram sent to his business or home address at least 24 hours in advance of the meeting, or by written notice mailed to his business or home address at least 48 hours in advance of the meeting. Such notice shall be deemed to be delivered when hand delivered to such address, when read to such Director by telephone, when deposited in the mail so addressed with postage thereon prepaid, upon transmission of the message by electronic mail, upon completion of transmission of a facsimile message and receipt of a completed answer back indicating receipt or when delivered to the telegraph company if sent by telegram.

When any Board of Directors meeting, either regular or special, is adjourned for more than 30 days, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the hour, date or place of any meeting adjourned for 30 days or less or of the business to be transacted at such meeting, other than an announcement at the meeting at which such adjournment is taken of the hour, date and place to which the meeting is adjourned.

A written waiver of notice executed before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to an effective notice of the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting. Except as otherwise required by law, by the Charter or by these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 11.    Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 10 of this Article II. Any business which might have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present.

Section 12.    Action at Meeting. At any meeting of the Board of Directors at which a quorum is present and subject to Section 8 of Article VII of the Charter, a majority of the Directors present may take any action on behalf of the Board of Directors, unless otherwise required by law, by the Charter or these Bylaws.

Section 13.    Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing. Such written consent shall be filed with the records of the proceedings of the Board of Directors and shall be treated for all purposes as a vote at a meeting of the Board of Directors.

Section 14.    Manner of Participation. Members of the Board of Directors or of committees elected by the Board pursuant to Section 15 of this Article II may participate in meetings of the Board or of such committees by means of telephone conference or similar communications equipment by means of which all directors participating in the meeting can hear each other at the same time, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these Bylaws.

Section 15.    Committees. The Board of Directors, by the affirmative vote of a majority of the directors then in office may elect from its number directors to serve on one or more committees, including an Audit Committee, a Compensation Committee and an

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Nominating/Corporate Governance Committee, and may delegate thereto some or all of its powers except those which by law, by the Charter or by these Bylaws, may not be delegated. Except as the Board of Directors may otherwise determine or as required by law, by the Charter or by these Bylaws, any such committee may make rules for conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by the Charter and by these Bylaws for the Board of Directors. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors.

The Board of Directors shall have power to rescind any action of any committee, other than the Audit Committee, but no such rescission shall have retroactive effect. With the approval of the Board of Directors, the Chief Executive Officer may appoint such other committees consisting of such directors as the Chief Executive Officer shall select. Any recommendations of such committees appointed by the Chief Executive Officer shall be submitted to the Board of Directors.

Section 16.    Compensation of Directors. Directors shall receive compensation for their services as shall be determined by a majority of the Board of Directors, provided that Directors who are serving the Corporation as officers or employees and who receive compensation for their services as such (“Employee Directors”) shall not receive any salary or other compensation for their services as Directors of the Corporation; provided, however, that such Employee Directors may be paid their reasonable expenses incurred as a director.

ARTICLE III

OFFICERS

Section 1.    Enumeration. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary and a Treasurer and such other officers, including without limitation a Chairman of the Board, a Chief Operating Officer, a Chief Legal Officer, a Chief Financial Officer, a Chief Accounting Officer, one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.

Section 2.    Election and Appointment. At the regular annual meeting of the Board of Directors following the annual meeting of stockholders, the Board of Directors shall elect the Chief Executive Officer, the President, the Treasurer and the Secretary. Other officers may be appointed by the Board of Directors at such regular annual meeting of the Board of Directors or at any other regular or special meeting, or other officers may be appointed by the Chief Executive Officer.

Section 3.    Qualification. No officer need be a stockholder or a director. Any person may occupy more than one office of the Corporation at any time except the offices of President and Vice President. Any officer may be required by the Board of Directors to give bond, at the Corporation’s expense, for the faithful performance of his duties in such amount and with such sureties as the Board of Directors may determine.

Section 4.    Tenure. Except as otherwise provided by the Charter or by these Bylaws, each of the officers of the Corporation shall hold office until the regular annual meeting of the Board of Directors following the next annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or removal. Election or appointment of an officer, employee or agent shall not of itself create contract rights. The Board of Directors may, however, authorize the Corporation to enter into an employment contract with

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any officer in accordance with law, but no such contract right shall prohibit the right of the Board of Directors to remove any officer at any time in accordance with Section 6 of this Article III.

Section 5.    Resignation. Any officer may resign by delivering his written resignation to the Corporation addressed to the Chief Executive Officer or the Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6.    Removal. If the Board of Directors in its judgment finds that the best interests of the Corporation will be served, the Board of Directors may remove any officer by the affirmative vote of a majority of the Directors then in office. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 7.    Absence or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

Section 8.    Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

Section 9.    Chief Executive Officer. The President may be the Chief Executive Officer or the Board of Directors may elect another person to be the Chief Executive Officer. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside, when present, at all meetings of the board of Directors. The Chief Executive Officer shall, subject to the direction of the Board of Directors, have general supervision and control of the Corporation’s business and shall preside, when present, at all meetings of the stockholders.

Section 10.    Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and at all meetings of stockholders. If the Chairman of the Board is absent, the Chief Executive Officer shall preside at meetings of the Board of Directors and at meetings of stockholders. The Chairman of the Board shall have such other powers and shall perform such other duties as the Board of Directors may from time to time designate. If the Chairman of the Board is not the Chief Executive Officer, he shall also have such powers and perform such duties as the Chief Executive Officer may from time to time designate.

Section 11.    President. If the President is not the Chief Executive Officer or Chairman of the Board and in the absence of such persons, the President shall preside, when present, at all meetings of the stockholders. If the President is not the Chief Executive Officer, he shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

Section 12.    Chief Operating Officer, Chief Legal Officer, Chief Financial Officer and Chief Accounting Officer. Any Chief Operating Officer, Chief Legal Officer, Chief Financial Officer or Chief Accounting Officer shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

Section 13.    Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

Section 14.    Treasurer and Assistant Treasurers. The Chief Financial Officer shall be the Treasurer, unless the Board of Directors shall elect another officer to be the

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Treasurer. The Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors or the Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. He shall have custody of all funds, securities and valuable documents of the Corporation. He shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of a Chief Financial Officer, the office of the Treasurer shall be deemed to be the office of the Chief Financial Officer of the Corporation whenever the signature of the Chief Financial Officer is required on any document or instrument, by the laws of the United States or any state, or elsewhere in the Bylaws, and the Treasurer shall have authority to affix his signature in such capacity.

The office of the Chief Accounting Officer shall be deemed an Assistant Treasurer of the Corporation whenever the signature of an Assistant Treasurer is required on any document or instrument, by the laws of the United States or any state, or elsewhere in these Bylaws, and the Chief Accounting Officer shall have authority to affix his signature in such capacity. Any Treasurer or Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

Section 15.    Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In the absence of the Secretary from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). The secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by the signature of the Secretary or an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform the duties and responsibilities of the Secretary.

Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

Section 16.    Other Powers and Duties. Subject to these Bylaws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer.

ARTICLE IV

STOCK

Section 1.    Certificates of Stock. Unless otherwise provided by the Board of Directors or by law, each stockholder shall be entitled to a certificate of the stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall bear the seal of the Corporation, if one has been adopted, and shall be signed by the Chairman of the Board of Directors, Chief Executive Officer or President and countersigned by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. The seal of the Corporation, if one has been adopted, and any and all signatures on the certificate may be a facsimile, including those of any transfer agent or registrar. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed

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on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

Section 2.    Transfers. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock may be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

Section 3.    Record Holders. Except as may otherwise be required by law, by the Charter or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws.

It shall be the duty of each stockholder to notify the Corporation or its transfer agent of his post office address and any changes thereto.

Section 4.    Record Date. In order that the Corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any adjournments thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 90 days nor less than 10 days before the date of such meeting, nor more than 90 days prior to any other action. In such case, only stockholders of record on such record date shall be so entitled, notwithstanding any transfer of stock on the stock transfer books of the Corporation after the record date.

If no record date is fixed:

(a)    the record date for determining stockholders entitled to receive notice of or to vote at a meeting of stockholders shall be the later of (i) the close of business on the day on which notice is mailed or (ii) the 30th day before the meeting; and

(b)    the record date for determining stockholders entitled to receive payment of a dividend or an allotment of any rights shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5.    Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof upon such terms as the Corporation or its transfer agent may prescribe.

Section 6.    Transfer Agents and Registrars. The Corporation may serve as the transfer agent and registrar of the shares of stock, or the Board of Directors may, in its discretion, appoint one or more responsible bank, trust company or other entity as the Board of Directors may deem advisable, from time to time, to act as transfer agent and registrar of shares of stock. No certificate for shares of stock shall be valid until countersigned by the transfer agent and registered by the registrar.

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Section 7.    Stockholders’ Addresses. Every stockholder or transferee shall furnish the Secretary or a transfer agent with the address to which notice of meetings and all other notices may be served upon or mailed to such stockholder or transferee, and in default thereof, such stockholder or transferee shall not be entitled to service or mailing of any such notice.

Section 8.    Repurchase of Shares of Stock. The Corporation may purchase its shares of stock and invest its assets in its own shares of stock, provided that in each case the consent of the Board of Directors shall have been obtained.

ARTICLE V

INDEMNIFICATION

Section 1.    Right to Indemnification. The Corporation shall, to the maximum extent permitted by the Maryland General Corporation Law in effect from time to time, indemnify, and, without a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee and, in each case, shall indemnify such person from and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former director or officer of the Corporation or director, officer, partner or trustee of such other entity (each, an “Indemnitee”). The Corporation shall, to the maximum extent permitted by the Maryland General Corporation Law in effect from time to time, provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described above (any such person shall also be deemed to be an “Indemnitee”).

Section 2.    Indemnification of Employees and Agents of the Corporation. With the approval of the Board of Directors, the Corporation shall, to the maximum extent permitted by the Maryland General Corporation Law in effect from time to time, and to such further extent as it shall deem appropriate under the circumstances, provide such indemnification and advancement of expenses as described in Section 1 above, to any employee or agent of the Corporation or a predecessor of the Corporation (each such person shall also be deemed to be an “Indemnitee”).

Section 3.    Right of Indemnitee to Bring Suit. If a claim under this Article V is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If the Indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In any suit brought by an Indemnitee who is a present or former director to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses), it shall be a defense that such Indemnitee has not met the applicable standard of conduct set forth in the Maryland General Corporation Law. In addition, in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Indemnitee who is a present

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or former director has not met the applicable standard of conduct set forth in the Maryland General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Maryland General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article V or otherwise shall be on the Corporation.

Section 4.    Non-Exclusivity of Rights. The rights to indemnification and to advancement of expenses conferred in this Article V shall not be exclusive of any other right that any person may have or hereafter acquire under these Bylaws, the Charter or any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.    Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or any director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Maryland General Corporation Law.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 1.    Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year or on such other date as may be fixed by the Board of Directors.

Section 2.    Seal. The seal of the Corporation shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the year of its organization. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced.

Section 3.    Investment Policies. The directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as they shall deem appropriate in their sole discretion.

Section 4.    Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairman of the Board, if one is elected, the Chief Executive Officer, the President or the Treasurer or any other officer, employee or agent of the Corporation as the Board of Directors may authorize.

Section 5.    Voting of Securities. Unless the Board of Directors otherwise provides, the Chairman of the Board, if one is elected, the Chief Executive Officer, the President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without

-20-

discretionary power and/or power of substitutions at any meeting of stockholders or stockholders of any other corporation or organization, any of whose securities are held by this Corporation.

Section 6.    Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

Section 7.    Corporate Records. The original or attested copies of the Charter, Bylaws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, may be kept outside the State of Maryland and shall be kept at the principal office of the Corporation, at the office of its counsel or at an office of its transfer agent.

Section 8.    Amendments. These bylaws may be amended by a majority of the Board of Directors or by the affirmative vote of at least 50% of the voting power of the then issued and outstanding shares of capital stock of the Corporation.

Section 9.    Offices. The principal office of the Corporation within the State of Maryland shall be located at such place as the Board of Directors may designate. The Corporation may have additional offices, including a principal executive office, at such place or places both within and without the State of Maryland as the Board of Directors may from time to time determine or the business of the Corporation may require.

-21-

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, J. Robison Hays, III, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Ashford Hospitality Trust, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2023

/s/ J. ROBISON HAYS, III

J. Robison Hays, III

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Deric S. Eubanks, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Ashford Hospitality Trust, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2023

/s/ DERIC S. EUBANKS

Deric S. Eubanks

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ashford Hospitality Trust, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Robison Hays, III, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 9, 2023

/s/ J. ROBISON HAYS, III

J. Robison Hays, III

President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ashford Hospitality Trust, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deric S. Eubanks, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 9, 2023

/s/ DERIC S. EUBANKS

Deric S. Eubanks

Chief Financial Officer

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Aug. 07, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-31775
Entity Registrant Name	ASHFORD HOSPITALITY TRUST, INC
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	86-1062192
Entity Address, Address Line One	14185 Dallas Parkway
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	490-9600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		34,493,344
Entity Central Index Key	0001232582
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	AHT
Security Exchange Name	NYSE
Preferred Stock, Series D
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series D
Trading Symbol	AHT-PD
Security Exchange Name	NYSE
Preferred Stock, Series F
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series F
Trading Symbol	AHT-PF
Security Exchange Name	NYSE
Preferred Stock, Series G
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series G
Trading Symbol	AHT-PG
Security Exchange Name	NYSE
Preferred Stock, Series H
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series H
Trading Symbol	AHT-PH
Security Exchange Name	NYSE
Preferred Stock, Series I
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series I
Trading Symbol	AHT-PI
Security Exchange Name	NYSE

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
ASSETS
Investments in hotel properties, net ($68,390 and $0 attributable to VIEs).	$ 3,147,577	$ 3,118,331
Cash and cash equivalents	251,547	417,064
Restricted cash ($17,023 and $0 attributable to VIEs)	167,473	141,962
Accounts receivable, net of allowance of $439 and $501, respectively	57,384	49,809
Inventories	3,918	3,856
Notes receivable, net	5,241	5,062
Investments in unconsolidated entities	10,517	19,576
Deferred costs, net ($93 and $0 attributable to VIEs)	1,748	2,665
Prepaid expenses	19,612	15,981
Derivative assets	36,532	47,182
Operating lease right-of-use assets	44,210	43,921
Other assets	20,883	21,653
Intangible assets	797	797
Assets held for sale	11,653	0
Total assets	3,800,858	3,917,377
Liabilities:
Indebtedness, net ($35,808 and $0 attributable to VIEs)	3,715,902	3,838,543
Finance lease liabilities	18,655	18,847
Other finance liability ($26,729 and $0 attributable to VIEs)	26,729	0
Accounts payable and accrued expenses ($2,344 and $0 attributable to VIEs)	134,165	115,970
Accrued interest payable ($105 and $0 attributable to VIEs)	15,602	15,287
Dividends and distributions payable	3,378	3,118
Intangible liabilities, net	2,057	2,097
Operating lease liabilities	44,993	44,661
Other liabilities	4,073	4,326
Liabilities related to assets held for sale	608	0
Total liabilities	3,975,653	4,044,168
Commitments and contingencies (note 17)
Redeemable noncontrolling interests in operating partnership	22,409	21,550
Equity (deficit):
Common stock, $0.01 par value, 400,000,000 shares authorized, 34,493,344 and 34,495,185 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	345	345
Additional paid-in capital	2,384,805	2,383,244
Accumulated deficit	(2,628,370)	(2,534,043)
Total stockholders’ equity (deficit) of the Company	(243,155)	(150,389)
Noncontrolling interest in consolidated entities	7,961	0
Total equity (deficit)	(235,194)	(150,389)
Total liabilities and equity/deficit	3,800,858	3,917,377
Variable Interest Entity, Primary Beneficiary
ASSETS
Investments in hotel properties, net ($68,390 and $0 attributable to VIEs).	68,390	0
Restricted cash ($17,023 and $0 attributable to VIEs)	17,023	0
Deferred costs, net ($93 and $0 attributable to VIEs)	93	0
Liabilities:
Indebtedness, net ($35,808 and $0 attributable to VIEs)	35,808	0
Other finance liability ($26,729 and $0 attributable to VIEs)	26,729	0
Accounts payable and accrued expenses ($2,344 and $0 attributable to VIEs)	2,344	0
Accrued interest payable ($105 and $0 attributable to VIEs)	105	0
Ashford, Inc.
ASSETS
Other receivables	0	486
Liabilities:
Other accounts payable	8,032	0
Related Party
ASSETS
Other receivables	2,731	6,570
Nonrelated Party
ASSETS
Other receivables	19,035	22,462
Liabilities:
Other accounts payable	1,459	1,319
Preferred Stock, Series J
Liabilities:
Redeemable preferred stock	36,224	2,004
Preferred Stock, Series D
Equity (deficit):
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	12	12
Preferred Stock, Series F
Equity (deficit):
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	12	12
Preferred Stock, Series G
Equity (deficit):
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	15	15
Preferred Stock, Series H
Equity (deficit):
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	13	13
Preferred Stock, Series I
Equity (deficit):
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	13	13
Series K Preferred Stock
Liabilities:
Redeemable preferred stock	$ 1,766	$ 44

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Investments in hotel properties, net ($68,390 and $0 attributable to VIEs).	$ 3,147,577	$ 3,118,331
Restricted cash ($17,023 and $0 attributable to VIEs)	167,473	141,962
Allowance for doubtful accounts receivable	439	501
Deferred costs, net ($93 and $0 attributable to VIEs)	1,748	2,665
Indebtedness, net ($35,808 and $0 attributable to VIEs)	3,715,902	3,838,543
Other finance liability ($26,729 and $0 attributable to VIEs)	26,729	0
Accounts payable and accrued expenses ($2,344 and $0 attributable to VIEs)	134,165	115,970
Accrued interest payable ($105 and $0 attributable to VIEs)	$ 15,602	$ 15,287
Preferred stock, par value (in dollars per shares)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	34,493,344	34,495,185
Common stock, shares outstanding (in shares)	34,493,344	34,495,185
Preferred Stock, Series J
Redeemable Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Redeemable Preferred Stock, shares issued (in shares)	1,574,714	87,115
Redeemable Preferred Stock, shares outstanding (in shares)	1,574,714	87,115
Preferred Stock, Series K
Redeemable Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Redeemable Preferred Stock, shares issued (in shares)	71,719	1,800
Redeemable Preferred Stock, shares outstanding (in shares)	71,719	1,800
Preferred Stock, Series D
Preferred stock, shares issued (in shares)	1,174,427	1,174,427
Preferred stock, shares outstanding (in shares)	1,174,427	1,174,427
Preferred Stock, Series F
Preferred stock, shares issued (in shares)	1,251,044	1,251,044
Preferred stock, shares outstanding (in shares)	1,251,044	1,251,044
Preferred Stock, Series G
Preferred stock, shares issued (in shares)	1,531,996	1,531,996
Preferred stock, shares outstanding (in shares)	1,531,996	1,531,996
Preferred Stock, Series H
Preferred stock, shares issued (in shares)	1,308,415	1,308,415
Preferred stock, shares outstanding (in shares)	1,308,415	1,308,415
Preferred Stock, Series I
Preferred stock, shares issued (in shares)	1,252,923	1,252,923
Preferred stock, shares outstanding (in shares)	1,252,923	1,252,923
Variable Interest Entity, Primary Beneficiary
Investments in hotel properties, net ($68,390 and $0 attributable to VIEs).	$ 68,390	$ 0
Restricted cash ($17,023 and $0 attributable to VIEs)	17,023	0
Deferred costs, net ($93 and $0 attributable to VIEs)	93	0
Indebtedness, net ($35,808 and $0 attributable to VIEs)	35,808	0
Other finance liability ($26,729 and $0 attributable to VIEs)	26,729	0
Accounts payable and accrued expenses ($2,344 and $0 attributable to VIEs)	2,344	0
Accrued interest payable ($105 and $0 attributable to VIEs)	$ 105	$ 0

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
REVENUE
Total revenue	$ 375,749	$ 348,095	$ 704,635	$ 595,233
Hotel operating expenses:
Total hotel expenses	240,677	221,156	465,795	397,934
Property taxes, insurance and other	18,998	17,289	35,535	33,748
Depreciation and amortization	47,154	50,896	95,009	103,016
Advisory services fee	12,269	12,277	25,255	25,663
Corporate, general and administrative	4,904	4,510	7,516	7,614
Total operating expenses	324,002	306,128	629,110	567,975
Gain (loss) on consolidation of VIE and disposition of assets	1,077	181	1,053	284
OPERATING INCOME (LOSS)	52,824	42,148	76,578	27,542
Equity in earnings (loss) of unconsolidated entities	(181)	(151)	(577)	(304)
Interest income	2,310	526	4,867	577
Other income (expense)	109	84	243	185
Interest expense and amortization of discounts and loan costs	(89,590)	(48,393)	(171,105)	(91,952)
Write-off of premiums, loan costs and exit fees	(950)	(971)	(1,370)	(1,698)
Realized and unrealized gain (loss) on derivatives	12,583	6,074	7,168	9,285
INCOME (LOSS) BEFORE INCOME TAXES	(22,895)	(683)	(84,196)	(56,365)
Income tax (expense) benefit	(2,062)	(5,563)	(2,283)	(5,683)
NET INCOME (LOSS)	(24,957)	(6,246)	(86,479)	(62,048)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	349	76	949	448
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(24,608)	(6,170)	(85,530)	(61,600)
Preferred stock dividend (reversal)	(3,752)	(3,104)	(6,995)	(6,207)
Deemed dividends on redeemable preferred stock	(826)	0	(1,233)	0
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (29,186)	$ (9,274)	$ (93,758)	$ (67,807)
Basic:
Net income (loss) attributable to common stockholders (in dollars per share)	$ (0.85)	$ (0.27)	$ (2.73)	$ (1.98)
Weighted average common shares outstanding (in shares)	34,429	34,330	34,385	34,300
Diluted:
Net income (loss) attributable to common stockholders (in dollars per share)	$ (0.85)	$ (0.27)	$ (2.73)	$ (1.98)
Weighted average common shares outstanding (in shares)	34,429	34,330	34,385	34,300
Total hotel revenue
REVENUE
Total revenue	$ 374,978	$ 347,267	$ 703,206	$ 593,793
Rooms
REVENUE
Total revenue	293,915	275,528	546,870	470,858
Hotel operating expenses:
Total hotel expenses	66,035	59,782	125,238	107,786
Food and beverage
REVENUE
Total revenue	61,747	54,316	120,738	91,076
Hotel operating expenses:
Total hotel expenses	41,910	37,610	81,700	64,782
Other hotel revenue
REVENUE
Total revenue	19,316	17,423	35,598	31,859
Hotel operating expenses:
Total hotel expenses	118,959	111,452	232,838	203,500
Management Fees
Hotel operating expenses:
Total hotel expenses	13,773	12,312	26,019	21,866
Other
REVENUE
Total revenue	$ 771	$ 828	$ 1,429	$ 1,440

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (24,957)	$ (6,246)	$ (86,479)	$ (62,048)
Other comprehensive income (loss), net of tax:
Total other comprehensive income (loss)	0	0	0	0
Comprehensive income (loss)	(24,957)	(6,246)	(86,479)	(62,048)
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities	0	0	0	0
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership	349	76	949	448
Comprehensive income (loss) attributable to the Company	$ (24,608)	$ (6,170)	$ (85,530)	$ (61,600)

XML

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands	Total	Preferred Stock, Series D	Preferred Stock, Series F	Preferred Stock, Series G	Preferred Stock, Series H	Preferred Stock, Series I	Preferred Stock, Series J	Preferred Stock, Series K	Preferred Stock Preferred Stock, Series D	Preferred Stock Preferred Stock, Series F	Preferred Stock Preferred Stock, Series G	Preferred Stock Preferred Stock, Series H	Preferred Stock Preferred Stock, Series I	Preferred Stock Preferred Stock, Series J	Preferred Stock Preferred Stock, Series K	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Deficit Preferred Stock, Series D	Accumulated Deficit Preferred Stock, Series F	Accumulated Deficit Preferred Stock, Series G	Accumulated Deficit Preferred Stock, Series H	Accumulated Deficit Preferred Stock, Series I	Accumulated Deficit Preferred Stock, Series J	Accumulated Deficit Preferred Stock, Series K	Redeemable Noncontrolling Interest in Operating Partnership	Noncontrolling Interest in Consolidated Entities
Beginning balance, shares (in shares) at Dec. 31, 2021									1,174	1,251	1,532	1,308	1,253			34,490
Beginning balance, value at Dec. 31, 2021	$ (2,654)								$ 12	$ 12	$ 15	$ 13	$ 13			$ 345	$ 2,379,906	$ (2,382,970)								$ 22,742
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchases of common stock (in shares)																(21)
Purchases of common stock	(152)																(152)
Equity-based compensation	2,608																2,608									1,441
Forfeitures of restricted stock (in shares)																(1)
Issuance of restricted shares/units (in shares)																19
Issuance of preferred stock	(165)																(165)
Dividends declared - preferred shares		$ (1,240)	$ (1,153)	$ (1,412)	$ (1,227)	$ (1,175)													$ (1,240)	$ (1,153)	$ (1,412)	$ (1,227)	$ (1,175)
Redemption value adjustment	2,427																	2,427								(2,427)
Net income (loss)	(61,600)																	(61,600)								(448)
Ending balance, shares (in shares) at Jun. 30, 2022									1,174	1,251	1,532	1,308	1,253			34,487
Ending balance, value at Jun. 30, 2022	(65,743)								$ 12	$ 12	$ 15	$ 13	$ 13			$ 345	2,382,197	(2,448,350)								21,308
Beginning balance, shares (in shares) at Dec. 31, 2021									1,174	1,251	1,532	1,308	1,253			34,490
Beginning balance, value at Dec. 31, 2021	(2,654)								$ 12	$ 12	$ 15	$ 13	$ 13			$ 345	2,379,906	(2,382,970)								22,742
Ending balance, shares (in shares) at Dec. 31, 2022									1,174	1,251	1,532	1,308	1,253	87	2	34,495
Ending balance, value at Dec. 31, 2022	(150,389)								$ 12	$ 12	$ 15	$ 13	$ 13	$ 2,004	$ 44	$ 345	2,383,244	(2,534,043)								21,550
Beginning balance, shares (in shares) at Mar. 31, 2022									1,174	1,251	1,532	1,308	1,253			34,479
Beginning balance, value at Mar. 31, 2022	(60,363)								$ 12	$ 12	$ 15	$ 13	$ 13			$ 345	2,381,191	(2,441,964)								23,249
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchases of common stock (in shares)																(7)
Purchases of common stock	(34)																(34)
Equity-based compensation	1,118																1,118									1,023
Forfeitures of restricted stock (in shares)																(1)
Issuance of common stock, net (in shares)																16
Common stock offering costs	(78)																(78)
Dividends declared - preferred shares		(620)	(576)	(706)	(614)	(588)													(620)	(576)	(706)	(614)	(588)
Redemption value adjustment	2,888																	2,888								(2,888)
Net income (loss)	(6,170)																	(6,170)								(76)
Ending balance, shares (in shares) at Jun. 30, 2022									1,174	1,251	1,532	1,308	1,253			34,487
Ending balance, value at Jun. 30, 2022	(65,743)								$ 12	$ 12	$ 15	$ 13	$ 13			$ 345	2,382,197	(2,448,350)								21,308
Beginning balance, shares (in shares) at Dec. 31, 2022									1,174	1,251	1,532	1,308	1,253	87	2	34,495
Beginning balance, value at Dec. 31, 2022	(150,389)								$ 12	$ 12	$ 15	$ 13	$ 13	$ 2,004	$ 44	$ 345	2,383,244	(2,534,043)								21,550
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchases of common stock (in shares)																(24)
Purchases of common stock	(83)																(83)
Equity-based compensation	1,644																1,644									1,239
Issuance of restricted shares/units (in shares)																22
Issuance of common stock, net (in shares)														1,490	70
Issuance of preferred stock														$ 33,091	$ 1,671
Dividends declared - preferred shares		(1,240)	(1,153)	(1,412)	(1,227)	(1,175)	$ (751)	$ (37)											(1,240)	(1,153)	(1,412)	(1,227)	(1,175)	$ (751)	$ (37)
Redemption value adjustment	(569)																	(569)								569
Redemption value adjustment – preferred stock	(1,233)						$ 1,182	51										(1,233)
Noncontrolling interest in consolidated entities recognized upon consolidation of VIE	7,961																										$ 7,961
Redemption of preferred shares (in shares)							(2)
Redemption of preferred shares							$ (53)
Net income (loss)	(85,530)																	(85,530)								(949)
Ending balance, shares (in shares) at Jun. 30, 2023									1,174	1,251	1,532	1,308	1,253	1,575	72	34,493
Ending balance, value at Jun. 30, 2023	(235,194)								$ 12	$ 12	$ 15	$ 13	$ 13	$ 36,224	$ 1,766	$ 345	2,384,805	(2,628,370)								22,409	7,961
Beginning balance, shares (in shares) at Mar. 31, 2023									1,174	1,251	1,532	1,308	1,253	502	34	34,478
Beginning balance, value at Mar. 31, 2023	(214,381)								$ 12	$ 12	$ 15	$ 13	$ 13	$ 11,543	$ 843	$ 345	2,384,000	(2,598,791)								21,617
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchases of common stock (in shares)																(7)
Purchases of common stock	(27)																(27)
Equity-based compensation	832																832									748
Issuance of restricted shares/units (in shares)																22
Issuance of common stock, net (in shares)														1,075	38
Issuance of preferred stock														$ 23,932	$ 899
Dividends declared - preferred shares		$ (620)	$ (576)	$ (706)	$ (614)	$ (588)	(618)	(30)											$ (620)	$ (576)	$ (706)	$ (614)	$ (588)	$ (618)	$ (30)
Redemption value adjustment	(393)																	(393)								393
Redemption value adjustment – preferred stock	(826)						$ 802	$ 24										(826)
Noncontrolling interest in consolidated entities recognized upon consolidation of VIE	7,961																										7,961
Redemption of preferred shares (in shares)							(2)
Redemption of preferred shares							$ (53)
Net income (loss)	(24,608)																	(24,608)								(349)
Ending balance, shares (in shares) at Jun. 30, 2023									1,174	1,251	1,532	1,308	1,253	1,575	72	34,493
Ending balance, value at Jun. 30, 2023	$ (235,194)								$ 12	$ 12	$ 15	$ 13	$ 13	$ 36,224	$ 1,766	$ 345	$ 2,384,805	$ (2,628,370)								$ 22,409	$ 7,961

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CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Preferred Stock, Series D
Dividends declared - preferred stock (in dollars per share)	$ 0.5281	$ 0.5281
Preferred Stock, Series F
Dividends declared - preferred stock (in dollars per share)	0.4609	0.4609
Preferred Stock, Series G
Dividends declared - preferred stock (in dollars per share)	0.4609	0.4609
Preferred Stock, Series H
Dividends declared - preferred stock (in dollars per share)	0.4688	0.4688
Preferred Stock, Series I
Dividends declared - preferred stock (in dollars per share)	0.4688	0.4688
Preferred Stock | Preferred Stock, Series D
Dividends declared - preferred stock (in dollars per share)	0.53	0.53	$ 1.06	$ 1.06
Preferred Stock | Preferred Stock, Series F
Dividends declared - preferred stock (in dollars per share)	0.46	0.46	0.92	0.92
Preferred Stock | Preferred Stock, Series G
Dividends declared - preferred stock (in dollars per share)	0.46	0.46	0.92	0.92
Preferred Stock | Preferred Stock, Series H
Dividends declared - preferred stock (in dollars per share)	0.47	0.47	0.94	0.94
Preferred Stock | Preferred Stock, Series I
Dividends declared - preferred stock (in dollars per share)	0.47	$ 0.47	0.94	$ 0.94
Preferred Stock | Preferred Stock, Series J
Dividends declared - preferred stock (in dollars per share)	0.50		1.00
Preferred Stock | Preferred Stock, Series K
Dividends declared - preferred stock (in dollars per share)	$ 0.51		$ 1.03

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities
Net income (loss)	$ (86,479)	$ (62,048)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	95,009	103,016
Amortization of intangibles	7	55
Recognition of deferred income	(249)	(250)
Bad debt expense	1,502	1,421
Deferred income tax expense (benefit)	23	285
Equity in (earnings) loss of unconsolidated entities	577	304
(Gain) loss on consolidation of VIE and disposition of assets	(1,053)	(284)
Realized and unrealized (gain) loss on derivatives	(7,168)	(9,285)
Amortization of loan costs, discounts and capitalized default interest and write-off of premiums, loan costs and exit fees	11,717	4,546
Equity-based compensation	2,883	4,049
Non-cash interest income	(243)	(166)
Changes in operating assets and liabilities, net of impact of consolidation of VIE:
Accounts receivable and inventories	(10,575)	(22,213)
Prepaid expenses and other assets	(2,435)	3,828
Accounts payable and accrued expenses and accrued interest payable	17,743	8,392
Due to/from related parties	2,633	513
Due to/from third-party hotel managers	3,567	2,506
Due to/from Ashford Inc., net	7,838	975
Operating lease liabilities	332	(232)
Operating lease right-of-use assets	(336)	262
Other liabilities	(4)	(3)
Net cash provided by (used in) operating activities	35,289	35,671
Cash Flows from Investing Activities
Improvements and additions to hotel properties	(68,005)	(42,786)
Net proceeds from disposition of assets and hotel properties	0	783
Payments for initial franchise fees	(149)	0
Proceeds from notes receivable	0	4,000
Proceeds from property insurance	327	1,009
Restricted cash received from initial consolidation of VIE	18,201	0
Net cash provided by (used in) investing activities	(49,626)	(36,994)
Cash Flows from Financing Activities
Borrowings on indebtedness	99,655	0
Repayments of indebtedness	(257,473)	(11,877)
Payments for loan costs and exit fees	(9,862)	(1,688)
Payments for dividends and distributions	(6,674)	(6,207)
Purchases of common stock	(90)	(118)
Redemption of preferred stock	(53)	0
Payments for derivatives	(14,184)	(5,255)
Proceeds from derivatives	31,037	0
Common stock offering costs	0	(215)
Proceeds from preferred stock offerings	34,680	0
Payments on finance lease liabilities	(192)	0
Net cash provided by (used in) financing activities	(123,156)	(25,360)
Net increase (decrease) in cash, cash equivalents and restricted cash (including cash, cash equivalents and restricted cash held for sale)	(137,493)	(26,683)
Cash, cash equivalents and restricted cash at beginning of period	559,026	691,644
Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale)	421,533	664,961
Supplemental Cash Flow Information
Interest paid	158,928	93,467
Income taxes paid (refunded)	8	4,139
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Accrued but unpaid capital expenditures	17,888	13,798
Accrued stock offering costs	0	58
Common stock purchases accrued but not paid	0	34
Non-cash preferred stock dividends	61	0
Unsettled proceeds from derivatives	1,412	0
Dividends and distributions declared but not paid	3,378	3,104
Consolidation of VIEs (VIE asset/(liability) additions)	(681)	0
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents	251,547	537,822
Restricted cash, Carrying value	167,473	125,995
Cash, cash equivalents and restricted cash	419,020	663,817
Cash and cash equivalents at end of period included in assets held for sale	2,513	584
Restricted cash at end of period included in assets held for sale	0	560
Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale)	$ 421,533	$ 664,961

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Organization and Description of Business

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Organization and Description of Business

Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”). While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the United States that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average, and in all methods including direct real estate, equity, and debt. We currently anticipate future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. Terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and, as the context may require, all entities included in its consolidated financial statements.

Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of June 30, 2023, we held interests in the following assets:

•100 consolidated operating hotel properties, which represent 22,317 total rooms;

•one consolidated hotel property under development through a 32.5% owned investment in a consolidated entity;

•79 hotel condominium units at WorldQuest Resort in Orlando, Florida (“WorldQuest”);

•15.1% ownership in OpenKey, Inc. (“OpenKey”) with a carrying value of approximately $1.8 million; and

•an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage (the “Meritage Investment”) in Napa, California, with a carrying value of approximately $8.7 million.

For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of June 30, 2023, our 100 hotel properties were leased or owned by our wholly-owned subsidiaries that are treated as taxable REIT subsidiaries for U.S. federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations.

We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. Our 100 operating hotel properties in our consolidated portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.

We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages 68 of our 100 operating hotel properties and WorldQuest. Third-party management companies manage the remaining hotel properties.

Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, broker-dealer and distribution services and mobile key technology.

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting PoliciesBasis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto

included in our 2022 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023.

Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.

815 Commerce Managing Member, LLC (“815 Commerce MM”) is considered to be a VIE, as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. During the second quarter of 2023, the Company funded a $3.0 million default loan to 815 Commerce MM to satisfy a balancing deposit that was required by the property construction lender. The total amount of balancing deposits required by the property construction lender are up to $9.5 million. In connection with the default loan funding, Ashford Trust obtained the ability to exercise their kick-out rights of the manager of 815 Commerce MM. As a result, Ashford Trust became the primary beneficiary and consolidated 815 Commerce MM as of May 31, 2023. The Company includes the assets and liabilities related to the VIE in the consolidated financial statements. The assets of the VIE can be used only to settle liabilities of that VIE. Creditors (or beneficial interest holders) of the VIE do not have recourse to the Company’s general credit. See note 4.

Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

The following transactions affect reporting comparability of our consolidated financial statements:

Hotel Property	Location	Type	Date
Sheraton Ann Arbor	Ann Arbor, MI	Disposition	September 1, 2022
Hilton Marietta	Marietta, GA	Acquisition	December 16, 2022

Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Adopted Accounting Standards—In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company applied the optional expedient in evaluating debt modifications converting from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). The Company adopted the standards effective December 31, 2022. There was no material impact as a result of this adoption.

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Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

RevenueThe following tables present our revenue disaggregated by geographical area (dollars in thousands):

	Three Months Ended June 30, 2023
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	10	$	21,033	$	5,227	$	1,783	$	—	$	28,043
Boston, MA Area	2	19,291		1,819		1,621		—		22,731
Dallas / Ft. Worth, TX Area	7	15,887		3,871		1,053		—		20,811
Houston, TX Area	3	7,173		2,694		200		—		10,067
Los Angeles, CA Metro Area	6	21,745		4,500		1,370		—		27,615
Miami, FL Metro Area	2	6,099		2,241		232		—		8,572
Minneapolis - St. Paul, MN Area	2	3,960		1,463		155		—		5,578
Nashville, TN Area	1	15,369		7,598		1,032		—		23,999
New York / New Jersey Metro Area	6	17,279		5,697		925		—		23,901
Orlando, FL Area	2	6,309		407		525		—		7,241
Philadelphia, PA Area	3	6,411		651		276		—		7,338
San Diego, CA Area	2	5,626		349		367		—		6,342
San Francisco - Oakland, CA Metro Area	7	17,865		1,687		705		—		20,257
Tampa, FL Area	2	7,495		2,014		468		—		9,977
Washington D.C. - MD - VA Area	9	39,447		7,274		2,395		—		49,116
Other Areas	36	81,968		14,215		5,979		—		102,162
Orlando WorldQuest	—	958		40		230		—		1,228
Corporate	—	—		—		—		771		771
Total	100	$	293,915	$	61,747	$	19,316	$	771	$	375,749

	Three Months Ended June 30, 2022
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	9	$	17,559	$	4,364	$	1,183	$	—	$	23,106
Boston, MA Area	2	15,974		1,492		1,423		—		18,889
Dallas / Ft. Worth, TX Area	7	14,759		2,740		934		—		18,433
Houston, TX Area	3	6,216		2,131		202		—		8,549
Los Angeles, CA Metro Area	6	20,795		4,942		1,354		—		27,091
Miami, FL Metro Area	2	6,531		2,140		268		—		8,939
Minneapolis - St. Paul, MN Area	2	3,129		860		90		—		4,079
Nashville, TN Area	1	15,440		6,686		1,064		—		23,190
New York / New Jersey Metro Area	6	15,249		5,001		670		—		20,920
Orlando, FL Area	2	5,759		382		396		—		6,537
Philadelphia, PA Area	3	6,440		664		262		—		7,366
San Diego, CA Area	2	5,596		256		367		—		6,219
San Francisco - Oakland, CA Metro Area	7	16,986		1,431		756		—		19,173
Tampa, FL Area	2	6,588		1,653		329		—		8,570
Washington D.C. - MD - VA Area	9	35,115		6,581		2,159		—		43,855
Other Areas	36	80,429		12,626		5,591		—		98,646
Orlando WorldQuest	—	1,243		59		314		—		1,616
Disposed properties	1	1,720		308		61		—		2,089
Corporate	—	—		—		—		828		828
Total	100	$	275,528	$	54,316	$	17,423	$	828	$	348,095

	Six Months Ended June 30, 2023
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	10	$	40,809	$	10,168	$	3,273	$	—	$	54,250
Boston, MA Area	2	27,910		2,754		3,055		—		33,719
Dallas / Ft. Worth, TX Area	7	32,160		9,294		1,994		—		43,448
Houston, TX Area	3	13,987		5,252		481		—		19,720
Los Angeles, CA Metro Area	6	43,348		9,393		2,406		—		55,147
Miami, FL Metro Area	2	14,729		5,078		438		—		20,245
Minneapolis - St. Paul, MN	2	6,355		2,057		434		—		8,846
Nashville, TN Area	1	28,586		14,942		1,724		—		45,252
New York / New Jersey Metro Area	6	29,360		10,572		1,491		—		41,423
Orlando, FL Area	2	13,235		919		1,016		—		15,170
Philadelphia, PA Area	3	10,973		1,179		497		—		12,649
San Diego, CA Area	2	10,340		646		684		—		11,670
San Francisco - Oakland, CA Metro Area	7	33,916		3,804		1,402		—		39,122
Tampa, FL Area	2	17,342		3,997		922		—		22,261
Washington D.C. - MD - VA Area	9	67,467		13,157		4,241		—		84,865
Other Areas	36	154,376		27,455		10,997		—		192,828
Orlando WorldQuest	—	1,977		71		543		—		2,591
Corporate	—	—		—		—		1,429		1,429
Total	100	$	546,870	$	120,738	$	35,598	$	1,429	$	704,635

	Six Months Ended June 30, 2022
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	9	$	31,205	$	7,485	$	2,349	$	—	$	41,039
Boston, MA Area	2	21,938		2,630		2,419		—		26,987
Dallas / Ft. Worth, TX Area	7	27,278		6,363		1,853		—		35,494
Houston, TX Area	3	11,783		3,689		392		—		15,864
Los Angeles, CA Metro Area	6	38,501		6,602		2,372		—		47,475
Miami, FL Metro Area	2	14,005		4,186		519		—		18,710
Minneapolis - St. Paul, MN	2	4,942		1,370		174		—		6,486
Nashville, TN Area	1	26,336		12,009		2,030		—		40,375
New York / New Jersey Metro Area	6	23,318		7,447		1,190		—		31,955
Orlando, FL Area	2	11,576		695		751		—		13,022
Philadelphia, PA Area	3	10,274		1,006		473		—		11,753
San Diego, CA Area	2	9,257		419		667		—		10,343
San Francisco - Oakland, CA Metro Area	7	27,343		2,404		1,371		—		31,118
Tampa, FL Area	2	14,211		3,028		624		—		17,863
Washington D.C. - MD - VA Area	9	51,834		9,431		3,471		—		64,736
Other Areas	36	141,976		21,582		10,406		—		173,964
Orlando WorldQuest	—	2,395		107		651		—		3,153
Disposed properties	1	2,686		623		147		—		3,456
Corporate	—	—		—		—		1,440		1,440
Total	100	$	470,858	$	91,076	$	31,859	$	1,440	$	595,233

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Investments in Hotel Properties, net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Investments in Hotel Properties, net

Investments in Hotel Properties, net

Investments in hotel properties, net consisted of the following (in thousands):

	June 30, 2023		December 31, 2022
Land	$	627,368	$	622,759
Buildings and improvements	3,610,472		3,650,464
Furniture, fixtures and equipment	209,506		222,665
Construction in progress	97,558		21,609
Condominium properties	—		9,889
Hilton Marietta finance lease	17,269		18,998
Total cost	4,562,173		4,546,384
Accumulated depreciation	(1,414,596)		(1,428,053)
Investments in hotel properties, net	$	3,147,577	$	3,118,331

Consolidation of VIE

On May 31, 2023, Ashford Trust obtained the ability to exercise its kick-out rights of the manager of 815 Commerce MM, which is developing the Le Meridien hotel in Fort Worth, Texas. As a result, Ashford Trust became the primary beneficiary and began consolidating 815 Commerce MM. The hotel property under development is subject to a 99-year lease of the land and building that has been accounted for as a failed sale and leaseback as described below.

The Company determined that 815 Commerce MM is a VIE that is not a business. As such, the Company measured and recognized 100% of the identifiable assets acquired, the liabilities assumed and any noncontrolling interests of 815 Commerce MM, at fair value. The Company recognized a gain of $1.1 million that represented the difference between the fair value of the assets and liabilities recognized, the fair value of the non-controlling interest and the previous carrying value of the Company’s investment in 815 Commerce MM. The gain is included in “gain (loss) on consolidation of VIE and disposition of assets” in the consolidated statements of operations.

The following table summarizes the assets and liabilities of 815 Commerce MM that were initially consolidated upon Ashford Trust becoming the primary beneficiary (in thousands):

Land	$	4,609
Construction in progress	56,591
Restricted cash	18,201
Deferred costs	92
Indebtedness	(35,052)
Other finance liability	(26,729)
Accounts payable and accrued expenses	(88)
Accrued interest payable	(104)
Noncontrolling interest in consolidated entities	(7,961)
Investment in 815 Commerce MM	$	9,559

Other Finance Liability

On November 10, 2021, the 815 Commerce LLC entered into a purchase and sale agreement. Pursuant to the purchase and sale agreement, 815 Commerce LLC sold its land and building in Fort Worth, Texas (the "Property") for $30.4 million. Concurrent with the sale of the Property, 815 Commerce LLC entered into a ninety-nine-year lease agreement (the “Lease Agreement”), whereby 815 Commerce LLC will lease back the Property at an annual rental rate of approximately $1.5 million, subject to annual rent increases of 2.0%. Under the Lease Agreement, 815 Commerce LLC has a purchase option between 90-180 days prior to the commencement of the 36th lease year.

In accordance with ASC 842, Leases, this transaction was recorded as a failed sale and leaseback as there are not alternative assets, substantially the same as the transferred asset, readily available in the marketplace for the repurchase option to qualify as a sale leaseback. Upon consolidation of 815 Commerce LLC in May 2023, the Company utilized a discount rate of 8.2% to determine the fair value of the finance liability. As of June 30, 2023 no depreciation has been recorded as the building is under development. The finance liability of $26.7 million is recognized in “other finance liability” on the Company's consolidated balance sheet as of June 30, 2023.

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Hotel Disposition and Impairment Charges and Assets Held For Sale

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Hotel Disposition and Impairment Charges and Assets Held For Sale

Hotel Disposition and Impairment Charges and Assets Held For SaleHotel DispositionThe results of operations for disposed hotel properties are included in net income (loss) through the date of disposition. See note 2 for the fiscal year 2022 hotel property disposition. The following table includes condensed financial information from the hotel property disposition that occurred in 2022 for the three and six months ended June 30, 2022 (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2022		2022
Total hotel revenue	$	2,089	$	3,456
Total hotel operating expenses	(1,624)		(2,976)
Property taxes, insurance and other	(150)		(299)
Depreciation and amortization	(593)		(1,203)
Operating income (loss)	(278)		(1,022)
Interest expense and amortization of discounts and loan costs	(394)		(748)
Income (loss) before income taxes	(672)		(1,770)
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership	6		13
Net income (loss) before income taxes attributable to the Company	$	(666)	$	(1,757)

Impairment ChargesFor the three and six months ended June 30, 2023 and 2022, no impairment charges were recorded.

Assets Held For Sale

On April 17, 2023, the Company entered into a purchase and sale agreement for WorldQuest. As of June 30, 2023, WorldQuest was classified as held for sale. We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. Depreciation and amortization ceased as of the date the assets were deemed held for sale. Since the sale of WorldQuest does not represent a strategic shift that has (or will have) a major effect on our operations or financial results, its results of operations were not reported as discontinued operations in the consolidated financial statements. See note 19.

The major classes of assets and liabilities related to assets held for sale included in the consolidated balance sheet at June 30, 2023 were as follows:

	June 30, 2023
Assets
Investments in hotel properties, net	$	7,961
Cash and cash equivalents	2,513
Accounts receivable, net	999
Inventories	49
Prepaid expenses	100
Other assets	29
Due from Ashford Inc., net	2
Assets held for sale	$	11,653
Liabilities
Accounts payable and accrued expenses	608
Liabilities related to assets held for sale	$	608

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Investment in Unconsolidated Entities

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Entities

Investments in Unconsolidated Entities

OpenKey, which is controlled and consolidated by Ashford Inc., is a hospitality-focused mobile key platform that provides a universal smart phone app and related hardware and software for keyless entry into hotel guest rooms. Our investment is recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheets and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. As of June 30, 2023, the Company has made investments in OpenKey totaling approximately $5.5 million.

At December 31, 2022, the Company held an investment in 815 Commerce MM of approximately $8.5 million, which is developing the Le Meridien Fort Worth. Our investment was recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheet and was accounted for under the equity method of accounting as we were deemed to have significant influence over the entity under the applicable accounting guidance. During the second quarter of 2023, Ashford Trust obtained the ability to exercise their kick-out rights of the manager of 815 Commerce MM. As a result, Ashford Trust became the primary beneficiary and consolidated 815 Commerce MM. See note 2. As a result of consolidating 815 Commerce MM, the Company’s investment is no longer reflected in “investments in unconsolidated entities” on the consolidated balance sheet.

In November 2022, the Company made an initial investment of $9.1 million in an entity that owns the Meritage Investment in Napa, CA. Our investment is recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheets and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance.

The following table summarizes our carrying value and ownership interest in unconsolidated entities:

	June 30, 2023			December 31, 2022
Carrying value of the investment in OpenKey (in thousands)	$	1,801		$	2,103
Ownership interest in OpenKey	15.1		%	15.1		%
Carrying value of the Meritage Investment (in thousands)	$	8,716		$	8,991

The following table summarizes our equity in earnings (loss) of unconsolidated entities (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
OpenKey	$	(152)	$	(151)	$	(302)	$	(304)
Meritage Investment	(29)		—		(275)		—
	$	(181)	$	(151)	$	(577)	$	(304)

We review our investments in unconsolidated entities for impairment each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of the investment. Any other-than-temporary impairment is recorded in equity in earnings (loss) of unconsolidated entities. No impairment charges were recorded during the three and six months ended June 30, 2023 and 2022.

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Indebtedness, net

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Indebtedness, net

Indebtedness, net

Indebtedness consisted of the following (in thousands):

								June 30, 2023		December 31, 2022
Indebtedness	Collateral		Maturity	Interest Rate (1)			Default Rate (2)	Debt Balance		Debt Balance
Mortgage loan (5)	1	hotel	June 2023	LIBOR(3) +	2.45	%	n/a	$	—	$	73,450
Mortgage loan (6)	7	hotels	June 2023	LIBOR(3) +	3.65	%	4.00%	180,720		180,720
Mortgage loan (6)	7	hotels	June 2023	LIBOR(3) +	3.39	%	4.00%	174,400		174,400
Mortgage loan (6)	5	hotels	June 2023	LIBOR(3) +	3.68	%	4.00%	215,120		215,120
Mortgage loan (5)	1	hotel	November 2023	SOFR(4) +	2.80	%	n/a	—		25,000
Mortgage loan (7)	17	hotels	November 2023	LIBOR(3) +	3.13	%	n/a	415,000		415,000
Mortgage loan (8)	1	hotel	December 2023	SOFR(4) +	2.85	%	n/a	15,214		15,290
Mortgage loan	1	hotel	January 2024		5.49	%	n/a	6,269		6,345
Mortgage loan	1	hotel	January 2024		5.49	%	n/a	9,149		9,261
Term loan (9)		Equity	January 2024		14.00	%	n/a	195,959		195,959
Mortgage loan (10)	8	hotels	February 2024	LIBOR(3) +	3.17	%	n/a	345,000		395,000
Mortgage loan (11)	2	hotels	March 2024	LIBOR(3) +	2.75	%	n/a	240,000		240,000
Mortgage loan (12)	19	hotels	April 2024	LIBOR(3) +	3.47	%	n/a	862,027		907,030
Mortgage loan	1	hotel	May 2024		4.99	%	n/a	5,691		5,819
Mortgage loan (13)	1	hotel	June 2024	SOFR(4) +	2.00	%	n/a	8,881		8,881
Mortgage loan (14)	5	hotels	June 2024	LIBOR(3) +	3.86	%	n/a	158,689		221,040
Mortgage loan (15)	5	hotels	June 2024	LIBOR(3) +	4.15	%	n/a	262,640		262,640
Mortgage loan (16)	5	hotels	June 2024	LIBOR(3) +	2.85	%	n/a	160,000		160,000
Mortgage loan	2	hotels	August 2024		4.85	%	n/a	11,048		11,172
Mortgage loan	3	hotels	August 2024		4.90	%	n/a	22,101		22,349
Mortgage loan (17)	1	hotel	November 2024	LIBOR(3) +	4.65	%	n/a	—		85,552
Mortgage loan (17)	1	hotel	November 2024	SOFR(4) +	4.76	%	n/a	86,000		—
Mortgage loan (18)	1	hotel	December 2024	SOFR(4) +	4.00	%	n/a	37,000		37,000
Mortgage loan	3	hotels	February 2025		4.45	%	n/a	46,303		46,918
Mortgage loan	1	hotel	March 2025		4.66	%	n/a	23,036		23,326
Mortgage loan (19)	1	hotel	August 2025	SOFR(4) +	3.91	%	n/a	98,000		98,000
Mortgage loan (5)	2	hotels	May 2026	SOFR(4) +	4.00	%	n/a	98,450		—
								3,676,697		3,835,272
Bridge loan (20) (22)	1	hotel	November 2023		5.00%		n/a	19,889		—
Environmental loan (22)	1	hotel	April 2024		10.00%		n/a	510		—
TIF loan (22)	1	hotel	July 2024		4.75%		n/a	5,609		—
Construction loan (21) (22)	1	hotel	May 2033	LIBOR(3) +	8.39%		n/a	10,607		—
								36,615		—
Total indebtedness								3,713,312		3,835,272
Premiums (discounts), net								(12,225)		(20,249)
Capitalized default interest and late charges								3,494		8,363
Deferred loan costs, net								(11,339)		(8,530)
Embedded debt derivative								22,660		23,687
Indebtedness, net								$	3,715,902	$	3,838,543

_____________________________

(1)    Interest rates do not include default or late payment rates in effect on some mortgage loans.

(2)     Default rates are presented for mortgage loans which were in default, in accordance with the terms and conditions of the applicable mortgage agreement, as of June 30, 2023. The default rate is accrued in addition to the stated interest rate.

(3)    LIBOR rates were 5.218% and 4.392% at June 30, 2023 and December 31, 2022, respectively.

(4)    SOFR rates were 5.141% and 4.358% at June 30, 2023 and December 31, 2022, respectively.

(5)    On May 19, 2023, we refinanced this mortgage loan with a new $98.5 million mortgage loan with a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of SOFR + 4.00% and has a SOFR floor of 0.50%.

(6)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period ended in June 2022. The paydown that was required in order to exercise the fourth one-year extension option was not made. As a result, effective June 9, 2023, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest has been accrued, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheet and statement of operations.

(7)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in November 2022.

(8)    This loan has two one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in December 2022.

(9)     This term loan has two one-year extension options, subject to satisfaction of certain conditions. Effective January 15, 2023, the interest rate decreased from 16% to 14% in accordance with the terms and conditions of the loan agreement.

(10)    On February 9, 2023, we amended this mortgage loan. Terms of the amendment included a principal pay down of $50.0 million, and the variable interest rate increased from LIBOR + 3.07% to LIBOR + 3.17%. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in February 2023.

(11)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in March 2023.

(12)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in April 2023. In accordance with exercising the fourth one-year extension option, we repaid $45.0 million of principal and the variable interest rate increased from LIBOR + 3.20% to LIBOR + 3.47%.

(13)    This mortgage loan has a SOFR floor of 2.00%.

(14) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began effective June 2023. In accordance with exercising the extension option, we repaid $62.4 million of principal and the variable interest rate increased from LIBOR + 3.73% to LIBOR + 3.86%.

(15)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in June 2023. In accordance with exercising the extension option, the interest rate increased from LIBOR + 4.02% to LIBOR + 4.15%. On July 5, 2023, we repaid $25.6 million of principal, reducing the outstanding principal balance to $237.1 million, in accordance with exercising the fourth extension option.

(16)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began effective June 2023. In accordance with exercising the extension option, the interest rate increased from LIBOR + 2.73% to LIBOR + 2.85%. On July 7, 2023, we repaid $41.0 million of principal, reducing the outstanding principal balance to $119.0 million, in accordance with exercising the fourth extension option.

(17)    On January 27, 2023, we drew the remaining $449,000 of the $2.0 million additional funding available to replenish restricted cash balances in accordance with the terms of the mortgage loan. Effective June 30, 2023, we replaced the variable interest rate of LIBOR + 4.65% with SOFR + 4.76% in accordance with the terms and conditions of the loan agreement. This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions.

(18)    This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 0.50%.

(19)    This mortgage loan has one one-year extension option, subject to satisfaction of certain conditions.

(20)     This loan has one six-month extension option, subject to satisfaction of certain conditions.

(21)    In accordance with the terms of the loan agreement, this loan converts to a term loan effective August 2023. Upon the term loan effective date, this loan will bear interest at a fixed rate of 6.81% plus the higher of the a) five-year swap rate and b) 0.94%. The term loan matures in May 2033.

(22)    This loan is associated with 815 Commerce MM. See discussion in notes 2, 4 and 6.

We recognized net premium (discount) amortization as presented in the table below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Interest expense and amortization of discounts and loan costs	$	(4,657)	$	(2,913)	$	(8,830)	$	(5,611)

The amortization of the net premium (discount) is computed using a method that approximates the effective interest method.

During the years ended December 31, 2021 and 2020 the Company entered into forbearance and other agreements which were evaluated to be considered troubled debt restructurings due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. As a result of the troubled debt restructurings all accrued default interest and late charges were capitalized into the applicable loan balances and are being amortized over the remaining term of the loan using the effective interest method. The amount of the capitalized principal that was amortized during the three and six months ended June 30, 2023 and 2022, was $1.8 million and $3.8 million and $4.9 million and $7.6 million, respectively. These amounts are included as a reduction to “interest expense and amortization of discounts and loan costs” in the consolidated statements of operations.On June 21, 2023, the Company and Ashford Hospitality Limited Partnership (the “Borrower”), an indirect subsidiary of the Company, entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”) with certain funds and accounts managed by Oaktree Capital Management, L.P. (the “Lenders”) and Oaktree Fund Administration, LLC. Amendment No. 2, subject to the conditions set forth therein, provides that, among other things:

(i)    the Delayed Draw Term Loan (“DDTL”) commitment expiration date will be July 7, 2023, or such earlier date that the Borrower makes an Initial DDTL draw to be used by the Borrower to prepay certain mortgage indebtedness;

(ii)    notwithstanding the occurrence of the DDTL commitment expiration date, up to $100,000,000 of Initial DDTLs will be made available by the Lenders for a period of twelve (12) months ending July 7, 2024, subject to the Borrower paying an unused fee of 9% per annum on the undrawn amount;

(iii)    Ashford Trust and the Borrower will be permitted to make certain restricted payments, including without limitation dividends on Ashford Trust’s preferred stock, without having to maintain unrestricted cash in an amount not less than the sum of (x) $100,000,000 plus (y) the aggregate principal amount of DDTLs advanced prior to the date thereof or contemporaneously therewith;

(iv)    a default on certain pool mortgage loans will not be counted against the $400,000,000 mortgage debt threshold amount;

(v)    for purposes of the mortgage debt threshold amount, a certain mortgage loan, with a current aggregate principal amount of $415,000,000, will be deemed to have a principal amount of $400,000,000; and

(vi)    when payable by the Borrower under the Credit Agreement, at least 50% of the exit fee shall be paid as a cash exit fee.

The KEYS mortgage loans were entered into on June 13, 2018, each of which had a two-year initial term and five one-year extension options. In order to qualify for a one-year extension in June of 2023, each KEYS loan pool was required to achieve a certain debt yield test. The Company extended its KEYS Pool C loan with a paydown of approximately $62.4 million, its KEYS Pool D loan with a paydown of approximately $25.6 million, and its KEYS Pool E loan with a paydown of approximately $41.0 million. On June 9, 2023 the Company received a thirty-day extension to satisfy the extension conditions in order to negotiate modifications to the respective extension tests. Subsequent to June 30, 2023 the Company elected not to make the required paydowns to extend its KEYS Pool A loan ($180.7 million debt balance with a book value of collateral of $124.1 million), KEYS Pool B loan ($174.4 million debt balance with a book value of collateral of $116.0 million) and KEYS Pool F loan ($215.1 million debt balance with a book value of collateral of $160.2 million), thereby defaulting on such loans. Below is a summary of the hotel properties securing the KEYS mortgage loans:

KEYS A Loan Pool

Courtyard Columbus Tipton Lakes – Columbus, IN

Courtyard Old Town – Scottsdale, AZ

Residence Inn Hughes Center – Las Vegas, NV

Residence Inn Phoenix Airport – Phoenix, AZ

Residence Inn San Jose Newark – Newark, CA

SpringHill Suites Manhattan Beach – Hawthorne, CA

SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA

KEYS B Loan Pool

Courtyard Basking Ridge – Basking Ridge, NJ

Courtyard Newark Silicon Valley – Newark, CA

Courtyard Oakland Airport – Oakland, CA

Courtyard Plano Legacy Park – Plano, TX

Residence Inn Plano – Plano, TX

SpringHill Suites BWI Airport – Baltimore, MD

TownePlace Suites Manhattan Beach – Hawthorne, CA

KEYS C Loan Pool

Hyatt Coral Gables – Coral Gables, FL

Hilton Ft. Worth – Fort Worth, TX

Hilton Minneapolis Airport – Bloomington, MN

Sheraton San Diego – San Diego, CA

Sheraton Bucks County, PA – Langhorne, PA

KEYS D Loan Pool

Marriott Beverly Hills – Los Angeles, CA

One Ocean Resort – Atlantic Beach, FL

Marriott Suites Dallas – Dallas, TX

Hilton Santa Fe – Santa Fe, NM

Embassy Suites Dulles – Herndon, VA

KEYS E Loan Pool

Marriott Fremont – Fremont, CA

Embassy Suites Philadelphia – Philadelphia, PA

Marriott Memphis – Memphis, TN

Sheraton Anchorage – Anchorage, AK

Lakeway Resort Austin – Lakeway, TX

KEYS F Loan Pool

Embassy Suites Flagstaff – Flagstaff, AZ

Embassy Suites Walnut Creek – Walnut Creek, CA

Marriott Bridgewater – Bridgewater, NJ

Marriott Research Triangle Park – Durham, NC

W Atlanta Downtown – Atlanta, GA

We have extension options relating to certain property-level loans that will permit us to extend the maturity date of our loans if certain conditions are satisfied at the respective extension dates, including the achievement of debt yield targets required in order to extend such loans. To the extent we decide to extend the maturity date of the debt outstanding under the loans, we may be required to prepay a significant amount of the loans in order to meet the required debt yield targets.

Effective June 30, 2023, LIBOR is no longer published. Accordingly all variable interest rate mortgage loans held by the Company that used the LIBOR index transitioned to SOFR beginning on July 1, 2023. Not all lenders will execute loan amendment documents and instead will defer to original loan documents that dictate changes in index rates.

If we violate covenants in our debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. As of June 30, 2023, we were in compliance with all covenants related to mortgage loans, with the exception of the KEYS Pools A, KEYS Pool B and KEYS Pool F mortgage loans discussed above. We were also in compliance with all covenants under the senior secured term loan facility with Oaktree Capital Management L.P. (“Oaktree”). The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP.

In conjunction with the development of the Le Meridien in Fort Worth, Texas, which was consolidated as of May 31, 2023, the Company recorded $566,000 of capitalized interest during the three and six months ended June 30, 2023, which is included in “investment in hotel properties, net” in our consolidated balance sheets. The total amount of capitalized interest on the development was $6.0 million as of June 30, 2023. See note 4.

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Notes Receivable, Net and Other

6 Months Ended

Jun. 30, 2023

Receivables [Abstract]

Notes Receivable, Net and Other

Notes Receivable, Net and Other

Notes receivable, net are summarized in the table below (dollars in thousands):

	Interest Rate		June 30, 2023		December 31, 2022
Certificate of Occupancy Note (1) (3)
Face amount	7.0	%	$	5,250	$	5,250
Discount (2)			(9)		(188)
Notes receivable, net			$	5,241	$	5,062

____________________________________

(1)    The outstanding principal balance and all accrued and unpaid interest is due and payable on or before July 9, 2025. The note was paid in full on July 14, 2023.

(2)    The discount represents the imputed interest during the interest-free period. Interest begins accruing on July 9, 2023.

(3)    The note receivable is secured by the 1.65-acre land parcel adjacent to the Hilton St. Petersburg Bayfront.

No cash interest income was recorded for the three and six months ended June 30, 2023 and 2022.

We recognized discount amortization income as presented in the table below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Other income (expense)	$	90	$	84	$	179	$	166

On September 1, 2022, the Company sold the Sheraton Ann Arbor. See note 5. Under the purchase and sale agreement, $1.5 million of the sales price is deferred, interest free, until the last day of the 24th month following the closing date (September 30, 2024). The components of the receivable, which is included in “other assets” in the consolidated balance sheet, are summarized below (dollars in thousands):

	Imputed Interest Rate		June 30, 2023		December 31, 2022
Deferred Receivable
Face amount	10.0	%	$	1,500	$	1,500
Discount (1)			(176)		(240)
			$	1,324	$	1,260

_______________

(1)    The discount represents the imputed interest during the interest-free period.

We recognized discount amortization income as presented in the table below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
Line Item	2023		2023
Other income (expense)	$	32	$	64

We review receivables for impairment each reporting period. Under the model, the Company estimates credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument and is required to record a credit loss expense (or reversal) in each reporting period. Our assessment of impairment is based on considerable management judgment and assumptions. No impairment charges were recorded for the three and six months ended June 30, 2023 and 2022.

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Derivative Instruments and Hedging

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging

Derivative Instruments and HedgingInterest Rate Derivatives—We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows, which include interest rate caps. To mitigate nonperformance risk, we routinely use a third party’s analysis of the creditworthiness of the counterparties, which supports our belief that the counterparties’ nonperformance risk is limited. All derivatives are recorded at fair value. Payments from counterparties on in-the-money interest rate caps are recognized as realized gains on our consolidated statements of operations.

The following table presents a summary of our interest rate derivatives entered into over each applicable period:

	Six Months Ended June 30,
	2023				2022
Interest rate caps:
Notional amount (in thousands)	$	1,704,167		(1)	$	2,873,651		(1)
Strike rate low end of range	4.00		%		3.00		%
Strike rate high end of range	6.90		%		4.00		%
Effective date range	February 2023 - June 2023				January 2022 - June 2022
Termination date range	February 2024 - June 2025				January 2023 - July 2023
Total cost (in thousands)	$	14,184			$	5,255

_______________

(1)These instruments were not designated as cash flow hedges.

We held interest rate instruments as summarized in the table below:

	June 30, 2023				December 31, 2022
Interest rate caps:
Notional amount (in thousands)	$	4,168,907		(1)	$	3,549,941		(1)
Strike rate low end of range	2.00		%		2.00		%
Strike rate high end of range	6.90		%		5.50		%
Termination date range	July 2023 - June 2025				January 2023 - January 2025
Aggregate principal balance on corresponding mortgage loans (in thousands)	$	2,355,380			$	3,505,242

_______________

(1)These instruments were not designated as cash flow hedges.

Compound Embedded Debt Derivative—Based on certain provisions in the Oaktree Credit Agreement, the Company is required to pay an exit fee. Under the applicable accounting guidance, the exit fee is considered an embedded derivative liability that meets the criteria for bifurcation from the debt host. There were other features that were bifurcated, but did not have a material value. The embedded debt derivative was initially measured at fair value and the fair value of the embedded debt derivative is estimated at each reporting period. See note 10.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair Value Hierarchy—For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the marketplace as discussed below:

•Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally are obtained from exchange or dealer markets.

•Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

•Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

The fair value of interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rose above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (SOFR forward curves) and volatilities (Level 2 inputs). We also incorporate credit

valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at June 30, 2023, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 5.141% to 3.686% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.

The Company initially recorded an embedded debt derivative of $43.7 million, which was attributed to the compound embedded derivative liability associated with the Oaktree term loan.

The compound embedded derivative liability is considered a Level 3 measurement due to the utilization of significant unobservable inputs in the valuation, which were based on ‘with and without’ valuation models. Based on the terms and provisions of the Oaktree Credit Agreement, with the assistance of a valuation specialist, the Company utilized a risk neutral model to estimate the fair value of the embedded derivative features requiring bifurcation as of the respective issuance dates and as of the June 30, 2023 reporting date. The risk neutral model is designed to utilize market data and the Company’s best estimate of the timing and likelihood of the settlement events that are related to the embedded derivative features in order to estimate the fair value of the respective notes with these embedded derivative features.

The fair value of the notes with the derivative features is compared to the fair value of a plain vanilla note (excluding the derivative features), which is calculated based on the present value of the future default adjusted expected cash flows. The difference between the two values represents the fair value of the bifurcated derivative features as of each respective valuation date.

The key inputs to the valuation models that were utilized to estimate the fair value of the embedded debt derivative are described as follows:

•the default probability-weighted exit fee and prepayment cash flows are based on the contractual terms of the Oaktree Credit Agreement and the expectation of an acceleration event, including default, of the Company;

•the remaining term was determined based on the expected remaining term of the related note with embedded features subject to valuation (as of the respective valuation date);

•the Company’s equity volatility estimate was based on the historical equity volatility of the Company, based on the remaining expected term of the respective loans;

•the risk-free rate was the discount rate utilized in the valuation and was determined based on reference to market yields for U.S. treasury debt instruments with similar terms;

•the recovery rate assumed upon occurrence of a default event was estimated based upon recovery rate data published by credit rating agencies specific to the seniority of the notes; and

•the probabilities and timing of a default-related acceleration event were estimated using an annualized probability of default which was implied from the debt issuance proceeds as of the issuance date, and updated utilizing relevant market data including market observed option-adjusted spreads as of June 30, 2023.

The following table includes a summary of the compound embedded derivative liabilities measured at fair value using significant unobservable (Level 3) inputs (in thousands):

	Fair Value
Balance at December 31, 2021	$	27,906
Re-measurement of fair value	(932)
Balance at March 31, 2022	26,974
Re-measurement of fair value	(2,977)
Balance at June 30, 2022	23,997
Re-measurement of fair value	(719)
Balance at September 30, 2022	23,278
Re-measurement of fair value	409
Balance at December 31, 2022	23,687
Re-measurement of fair value	934
Balance at March 31, 2023	24,621
Re-measurement of fair value	(1,961)
Balance at June 30, 2023	$	22,660

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):

	Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
June 30, 2023:
Assets
Derivative assets:
Interest rate derivatives - caps	$	—	$	36,532	$	—	$	36,532	(1)
Total	$	—	$	36,532	$	—	$	36,532
Liabilities
Embedded debt derivative	$	—	$	—	$	(22,660)	$	(22,660)	(2)
Net	$	—	$	36,532	$	(22,660)	$	13,872
December 31, 2022:
Assets
Derivative assets:
Interest rate derivatives - caps	$	—	$	47,182	$	—	$	47,182	(1)
Total	$	—	$	47,182	$	—	$	47,182
Liabilities
Embedded debt derivative	$	—	$	—	$	(23,687)	$	(23,687)	(2)
Net	$	—	$	47,182	$	(23,687)	$	23,495

____________________________________

(1)    Reported net as “derivative assets” in our consolidated balance sheets.

(2)    Reported in “indebtedness, net” in our consolidated balance sheets.

Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations

The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands):

	Gain (Loss) Recognized in Income
	Three Months Ended June 30,
	2023			2022
Assets
Derivative assets:
Interest rate derivatives - caps	$	10,621		$	3,097
Total	$	10,621		$	3,097
Liabilities
Derivative liabilities:
Embedded debt derivative	$	1,962		$	2,977
Net	$	12,583		$	6,074
Total combined
Interest rate derivatives - caps	$	(1,345)		$	3,097
Embedded debt derivative	1,962			2,977
Unrealized gain (loss) on derivatives	617		(1)	6,074		(1)
Realized gain (loss) on interest rate caps	11,966		(1) (2)	—
Net	$	12,583		$	6,074

____________________________________

(1)    Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.

(2)    Represents settled and unsettled payments from counterparties on interest rate caps.

	Gain (Loss) Recognized in Income
	Six Months Ended June 30,
	2023			2022
Assets
Derivative assets:
Interest rate derivatives - caps	$	6,141		$	5,376
Total	$	6,141		$	5,376
Liabilities
Derivative liabilities:
Embedded debt derivative	$	1,027		$	3,909
Net	$	7,168		$	9,285
Total combined
Interest rate derivatives - caps	$	(15,352)		$	5,376
Embedded debt derivative	1,027			3,909
Unrealized gain (loss) on derivatives	(14,325)		(1)	9,285		(1)
Realized gain (loss) on interest rate caps	21,493		(1) (2)	—
Net	$	7,168		$	9,285

____________________________________

(1)    Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.

(2)    Represents settled and unsettled payments from counterparties on interest rate caps.

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Summary of Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2023

Investments, All Other Investments [Abstract]

Summary of Fair Value of Financial Instruments

Summary of Fair Value of Financial Instruments

Determining estimated fair values of our financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):

	June 30, 2023				December 31, 2022
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets measured at fair value:
Derivative assets	$	36,532	$	36,532	$	47,182	$	47,182
Financial liabilities measured at fair value:
Embedded debt derivative	$	22,660	$	22,660	$	23,687	$	23,687
Financial assets not measured at fair value:
Cash and cash equivalents (1)	$	254,060	$	254,060	$	417,064	$	417,064
Restricted cash	167,473		167,473		141,962		141,962
Accounts receivable, net (1)	58,382		58,382		49,809		49,809
Notes receivable, net	5,241		4,979 to 5,503		5,062		4,809 to 5,315
Due from Ashford Inc., net	—		—		486		486
Due from related parties, net	2,731		2,731		6,570		6,570
Due from third-party hotel managers	19,035		19,035		22,462		22,462
Financial liabilities not measured at fair value:
Indebtedness	$	3,701,087	$3,374,340 to $3,729,533		$	3,815,023	$3,500,635 to $3,869,122
Accounts payable and accrued expenses (1)	134,773		134,773		115,970		115,970
Accrued interest payable	15,602		15,602		15,287		15,287
Dividends and distributions payable	3,378		3,378		3,118		3,118
Due to Ashford Inc., net (1)	8,030		8,030		—		—
Due to third-party hotel managers	1,459		1,459		1,319		1,319

____________________________________

(1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of June 30, 2023.

Cash, cash equivalents and restricted cash. These financial assets bear interest at market rates and have original maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.

Accounts receivable, net, accounts payable and accrued expenses, accrued interest payable, dividends and distributions payable, due to/from related parties, net, due to/from Ashford Inc., net and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique.

Notes receivable, net. The carrying amount of notes receivable, net approximates its fair value. We estimate the fair value of the notes receivable, net to be approximately 95.0% and 105.0% of the carrying value of $5.2 million at June 30, 2023 and approximately 95.0% to 105.0% of the carrying value of $5.1 million at December 31, 2022. This is considered a Level 2 valuation technique.

Derivative assets and embedded debt derivative. See notes 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values.

Indebtedness. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. Current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied and adjusted for credit spreads. Credit spreads take into consideration general market conditions, maturity, and collateral. We estimated the fair value of total indebtedness to be approximately 91.2% to 100.8% of the carrying value of $3.7 billion at June 30, 2023 and approximately 91.8% to 101.4% of the carrying value of $3.8 billion at December 31, 2022. These fair value estimates are considered a Level 2 valuation technique.

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Income (Loss) Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Income (Loss) Per Share

Income (Loss) Per Share

Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share.

The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per-share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Income (loss) allocated to common stockholders - basic and diluted:
Income (loss) attributable to the Company	$	(24,608)	$	(6,170)	$	(85,530)	$	(61,600)
Less: dividends on preferred stock	(3,752)		(3,104)		(6,995)		(6,207)
Less: deemed dividends on redeemable preferred stock	(826)		—		(1,233)		—
Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted	$	(29,186)	$	(9,274)	$	(93,758)	$	(67,807)
Weighted average common shares outstanding:
Weighted average shares outstanding - basic and diluted	34,429		34,330		34,385		34,300
Basic income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(0.85)	$	(0.27)	$	(2.73)	$	(1.98)
Diluted income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(0.85)	$	(0.27)	$	(2.73)	$	(1.98)

Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Income (loss) allocated to common stockholders is not adjusted for:
Income (loss) attributable to redeemable noncontrolling interests in operating partnership	$	(349)	$	(76)	$	(949)	$	(448)
Dividends on preferred stock - Series J (inclusive of deemed dividends)	1,420		—		1,933		—
Dividends on preferred stock - Series K (inclusive of deemed dividends)	54		—		88		—
Total	$	1,125	$	(76)	$	1,072	$	(448)
Weighted average diluted shares are not adjusted for:
Effect of assumed conversion of operating partnership units	400		281		367		258
Effect of assumed issuance of shares for term loan exit fee	1,745		1,745		1,745		1,745
Effect of assumed conversion of preferred stock - Series J	6,764		—		4,111		—
Effect of assumed conversion of preferred stock - Series K	344		—		203		—
Total	9,253		2,026		6,426		2,003

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Redeemable Noncontrolling Interests in Operating Partnership

6 Months Ended

Jun. 30, 2023

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interests in Operating Partnership

Redeemable Noncontrolling Interests in Operating PartnershipRedeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and the units issued under our Long-Term Incentive Plan (the “LTIP

units”) that are vested. Each common unit may be redeemed for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement.

LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods of three years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership.

The compensation committee of the board of directors of the Company may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Ashford Trust OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period.

In March 2023, the Company granted approximately 282,000 Performance LTIP units, representing 250% of the target, and a vesting period of approximately three years. During the second quarter, the Company’s stockholders approved an increase to the incentive stock plan, which is sufficient to cover the expected settlements. The 2023 awards, which were originally classified as liability awards, are now classified as equity awards, within temporary equity, which resulted in a remeasurement of the award at a new fair value of $4.93 per share.

With respect to the 2021, 2022 and 2023 award agreements, the criteria for the Performance LTIP units are based on performance conditions and market conditions under the relevant literature. The corresponding compensation cost is recognized, based on the applicable measurement date fair value of the award, ratably over the service period for the award as the service is rendered, which may vary from period to period, as the number of performance grants earned may vary based on the estimated probable achievement of certain performance targets (performance conditions). The number of Performance LTIP Units to be earned based on the applicable performance conditions is determined upon the final vesting date. The initial calculation of the Performance LTIP units earned can range from 0% to 200% of target, which is further subjected to a specified absolute total stockholder return modifier (market condition) based on the formulas determined by the Company’s compensation committee on the grant date. This will result in an adjustment (75% to 125%) of the initial calculation of the number of performance awards earned based on the applicable performance targets resulting in a final award calculation ranging from 0% to 250% of the target amount.

As of June 30, 2023, there were approximately 1.6 million Performance LTIP units outstanding, representing 250% of the target number granted for the 2021, 2022 and 2023 grants.

In May 2023, approximately 112,000 LTIP units were issued to independent directors with a fair value of approximately $475,000, which vested immediately upon grant and have been expensed during the three and six months ended June 30, 2023.As of June 30, 2023, we have issued a total of approximately 2.1 million LTIP and Performance LTIP units, net of Performance LTIP cancellations. All LTIP and Performance LTIP units other than approximately 1.5 million Performance LTIP units and 118,000 LTIP units have reached full economic parity with, and are convertible into, common units upon vesting.

The following table presents the redeemable noncontrolling interests in Ashford Trust OP and the corresponding approximate ownership percentage:

	June 30, 2023			December 31, 2022
Redeemable noncontrolling interests in Ashford Trust OP (in thousands)	$	22,409		$	21,550
Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands)	$	185,194		$	184,625
Ownership percentage of operating partnership	1.14		%	0.91		%

____________________________________

(1)    Reflects the excess of the redemption value over the accumulated historical costs.

We allocated net (income) loss to the redeemable noncontrolling interests as presented in the table below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	$	349	$	76	$	949	$	448

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Equity and Equity-Based Compensation

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Equity and Equity-Based Compensation

Equity and Equity-Based CompensationCommon Stock Dividends—The board of directors did not declare a quarterly common stock dividend in 2023 or 2022. Restricted Stock—We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance.In May 2023, approximately 22,000 shares of common stock were issued to independent directors with a fair value of approximately $95,000, which vested immediately upon grant and have been expensed during the three and six months ended June 30, 2023.

Performance Stock Units—The compensation committee of the board of directors of the Company may authorize the issuance of performance stock units (“PSUs”), which have a cliff vesting period of three years, to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period.

With respect to the 2021, 2022 and 2023 award agreements, the criteria for the PSUs are based on performance conditions and market conditions under the relevant literature. The corresponding compensation cost is recognized, based on the corresponding measurement date fair value of the award, ratably over the service period for the award as the service is rendered, which may vary from period to period, as the number of PSUs earned may vary based on the estimated probable achievement of certain performance targets (performance conditions). The number of PSUs to be earned based on the applicable performance conditions is determined upon the final vesting date. The initial calculation of PSUs earned can range from 0% to 200% of target, which is further subjected to a specified absolute total stockholder return modifier (market condition) based on the formulas determined by the Company’s compensation committee on the grant date. This will result in an adjustment (75% to 125%) of the initial calculation for the number of PSUs earned based on the applicable performance targets resulting in a final award calculation ranging from 0% to 250% of the target amount.

n March 2023, 165,000 PSUs with a vesting period of approximately three years were granted. The 2023 awards may be settled in cash or shares of common stock of the Company solely at the option of the Company. During the second quarter, the Company’s stockholders approved an increase to the incentive stock plan, which is sufficient to cover the expected settlements. The 2023 awards, which were originally classified as liability awards, are now classified as equity awards, which resulted in a remeasurement of the award at a new fair value of $811,000.

Preferred Dividends—The board of directors declared quarterly dividends per share as presented below:

	Three Months Ended June 30,
	2023		2022
8.45% Series D Cumulative Preferred Stock	$	0.5281	$	0.5281
7.375% Series F Cumulative Preferred Stock	0.4609		0.4609
7.375% Series G Cumulative Preferred Stock	0.4609		0.4609
7.50% Series H Cumulative Preferred Stock	0.4688		0.4688
7.50% Series I Cumulative Preferred Stock	0.4688		0.4688

Stock Repurchases—On April 6, 2022 the board of directors approved a stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced the previous repurchase authorization that the board of directors authorized in December 2017. No shares of our common stock or preferred stock were repurchased subject to the repurchase program during the three and six months ended June 30, 2023 and 2022, respectively.

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Redeemable Preferred Stock

6 Months Ended

Jun. 30, 2023

Temporary Equity [Abstract]

Redeemable Preferred Stock

Redeemable Preferred Stock

Series J Redeemable Preferred Stock

The Company enters into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series J Redeemable Preferred Stock (the “Series J Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock in a primary offering at a price of $25.00 per share. The Company is also offering a maximum of 8.0 million shares of the Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”).

The Series J Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series K Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series J Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series J Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive and the number of directors then constituting the board shall be increased by two and the holders of such shares of Series J Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series J Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series J Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.

The redemption fee shall be an amount equal to:

•8.0% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series J Preferred Stock to be redeemed;

•5.0% of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed; and

•0% of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed.

The Series J Preferred Stock accrues cash dividends at an annual rate equal to 8.0% per annum of the Stated Value beginning on the date of the first settlement of the Series J Preferred Stock.

Dividends are payable on a monthly basis and payable in arrears on the 15th of each month (or, if such payment date is not a business day, the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year.

The Company has a DRIP that allows participating holders to have their Series J Preferred Stock dividend distributions automatically reinvested in additional shares of the Series J Preferred Stock at a price of $25.00 per share.

The issuance activity of the Series J Preferred Stock is summarized below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series J Preferred Stock shares issued (1)	1,073		1,487
Net proceeds	$	24,132	$	33,458

________

(1)Exclusive of shares issued under the DRIP.

The Series J Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series J Preferred Stock is classified outside of permanent equity.

At the date of issuance, the carrying amount of the Series J Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period.

The redemption value adjustment of Series J Preferred Stock is summarized below (in thousands):

	June 30, 2023		December 31, 2022
Series J Preferred Stock	$	36,224	$	2,004
Cumulative adjustments to Series J Preferred Stock (1)	$	2,108	$	926

________

(1)Reflects the excess of the redemption value over the accumulated carrying value.

The following table summarizes dividends declared (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series J Preferred Stock	$	618	$	751

The redemption activities of Series J Preferred stock is summarized below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series J Preferred Stock shares redeemed	2		2
Redemption amount, net of redemption fees	$	53	$	53

Series K Redeemable Preferred Stock

The Company enters into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series K Redeemable Preferred Stock (the “Series K Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20.0 million shares of Series K Preferred Stock or Series J Preferred Stock in a primary offering at a price of $25.00 per share. The Company is also offering a maximum of 8.0 million shares of the Series K Preferred Stock or Series J Preferred Stock pursuant to the DRIP at the Stated Value.

The Series K Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series K Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series K Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive, and the number of directors then constituting the board shall be increased by two and the holders of such shares of Series K Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series K Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series K Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.

The redemption fee shall be an amount equal to:

•1.5% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series K Preferred Stock to be redeemed; and

•0% of the Stated Value beginning on the first anniversary from the Original Issue Date of the shares of the Series K Preferred Stock to be redeemed.

Holders of Series K Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2% per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $2.05 per share). Beginning one year from the date of original issuance of each share of Series K Preferred Stock and on each one-year anniversary thereafter for such share of Series K Preferred Stock, the dividend rate shall increase by 0.10% per annum; provided, however, that the dividend rate for any share of Series K Preferred Stock shall not exceed 8.7% per annum of the Stated Value.

Dividends are payable on a monthly basis in arrears on the 15th of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year.

The Company has a DRIP that allows participating holders to have their Series K Preferred Stock dividend distributions automatically reinvested in additional shares of the Series K Preferred Stock at a price of $25.00 per share.

The issuance activity of the Series K Preferred Stock is summarized below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series K Preferred Stock shares issued (1)	38		70
Net proceeds	$	909	$	1,696

________

(1)Exclusive of shares issued under the DRIP.

The Series K Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series K Preferred Stock is classified outside of permanent equity.

At the date of issuance, the carrying amount of the Series K Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period.

The redemption value adjustment of Series K Preferred Stock is summarized below (in thousands):

	June 30, 2023		December 31, 2022
Series K Preferred Stock	$	1,766	$	44
Cumulative adjustments to Series K Preferred Stock (1)	$	71	$	20

________

(1)Reflects the excess of the redemption value over the accumulated carrying value.

The following table summarizes dividends declared (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series K Preferred Stock	$	30	$	37

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Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Ashford Inc.

Advisory Agreement

Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty J. Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc.

Under our advisory agreement, we pay advisory fees to Ashford LLC. Advisory fees consist of base fees and incentive fees. We pay a monthly base fee in an amount equal to 1/12 of (i) 0.70% of the Total Market Capitalization (as defined in our advisory agreement) of the Company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which the advisory agreement was in effect; provided, however in no event shall the Base Fee (as defined in our advisory agreement) for any month be less than the Minimum Base Fee as provided by the advisory agreement. The Company shall pay the Base Fee or the Minimum Base Fee (as defined in our advisory agreement) on the fifth business day of each month.

The Minimum Base Fee for Ashford Trust for each quarter beginning January 1, 2021 is equal to the greater of:

(i) ninety percent (90%) of the base fee paid for the same month in the prior fiscal year and

(ii) 1/12th of the G&A Ratio (as defined in the advisory agreement) for the most recently completed fiscal quarter multiplied by the Company’s Total Market Capitalization.

We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the advisory agreement is terminated at other than year-end). In each year that the Company’s total shareholder return exceeds the average total shareholder return for the peer group, the Company shall pay to Ashford LLC an incentive fee. The incentive fee, if any, subject to the Fixed Coverage Charge Ratio Condition (as defined in the advisory agreement), shall be payable in arrears in three equal annual installments.

We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services.

The following table summarizes the advisory services fees incurred (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Advisory services fee
Base advisory fee	$	8,249	$	8,613	$	16,718	$	17,348
Reimbursable expenses (1)	3,065		2,364		6,292		4,935
Equity-based compensation (2)	955		1,451		2,245		3,380
Incentive fee	—		(151)		—		—
Total advisory services fee	$	12,269	$	12,277	$	25,255	$	25,663

________

(1)Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards.

(2)    Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.

Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage. Under the advisory agreement, Ashford Inc. secures casualty insurance policies to cover Ashford Trust, Braemar Hotels & Resorts Inc. (“Braemar”), their hotel managers, as needed, and Ashford Inc. The total loss estimates included in such policies are based on the collective pool of risk exposures from each party. Ashford Inc.’s risk management department manages the casualty insurance program. Each year Ashford Inc.’s risk management department collects funds from Ashford Trust, Braemar and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.

On September 27, 2022, an agreement was entered into by Ashford Inc., Ashford Trust and Braemar pursuant to which the Advisor is to implement the REITs cash management strategies. This will include actively managing the REITs excess cash by primarily investing in short-term U.S. Treasury securities. The annual fee is 20 bps of the average daily balance of the funds managed by the advisor and is payable monthly in arrears.

Due to Ashford Inc., net as of June 30, 2023, includes a $1.2 million security deposit paid to Remington Hotel Corporation (“RHC”) for office space allocated to us under our advisory agreement. It will be held as security for the payment of our allocated share of office space rental. If unused it will be returned to us upon lease expiration or earlier termination. As of December 31, 2022, RHC was indirectly owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. and the $1.2 million security deposit was included in “due from related parties, net.” On January 3, 2023, Ashford Inc. acquired RHC. On March 15, 2022, we entered into a Limited Waiver Under Advisory Agreement (the “2022 Limited Waiver”) with Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC. The Company, Ashford Trust OP, Ashford TRS and the Advisor are parties to the Second Amended and Restated Advisory Agreement, which (i) allocates responsibility for certain employee costs between us and our advisor and (ii) permits our board of directors to issue annual equity awards in the Company or Ashford Trust OP to employees and other representatives of our advisor based on achievement by the Company of certain financial or other objectives or otherwise as our board of directors sees fit. Pursuant to the 2022 Limited Waiver, the Company, Ashford Trust OP, Ashford TRS and the Advisor waived the operation of any provision in the advisory agreement that would otherwise have limited our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2022 cash incentive compensation to employees and other representatives of our advisor;

provided that such awarded cash incentive compensation does not exceed $8.5 million, in the aggregate, during the waiver period.

On March 2, 2023, we entered into a second Limited Waiver Under Advisory Agreement (the “2023 Limited Waiver”) with Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC. Pursuant to the 2023 Limited Waiver, the Company, Ashford Trust OP, Ashford TRS and the Advisor waived the operation of any provision in the advisory agreement that would otherwise limit our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2023 cash incentive compensation to employees and other representatives of our advisor; provided that such awarded cash incentive compensation does not exceed $13.1 million, in the aggregate, during the waiver period.

Lismore

We engage Lismore or its subsidiaries to provide debt placement services and assist with loan modifications on our behalf.

On March 20, 2020, Lismore Capital II LLC (“Lismore”), a subsidiary of Ashford Inc., entered into an agreement with the Company to seek modifications, forbearances or refinancings of the Company’s loans (as amended and restated on July 1, 2020, the “Lismore Agreement”). For the three and six months ended June 30, 2022, the Company recognized expense of $0 and $643,000, which is included in “write off of premium, loan costs and exit fees.” The Lismore Agreement expired on April 6, 2022.

During June 2023, we entered into various 12-month agreements with Lismore to seek modifications or refinancings of certain mortgage loans of the Company. For the three and six months ended June 30, 2023, we incurred fees of approximately $525,000 to Lismore in nonrefundable work fees. The unamortized fees are included in “other assets” on the consolidated balance sheet, and are amortized on a straight line basis over the term of the agreements.

In addition to the above agreements, we incurred fees from Lismore of $511,000 and $906,000 for the three and six months ended June 30, 2023, respectively and $690,000 and $690,000 for the three and six months ended June 30, 2022, respectively.

Ashford Securities

On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by Ashford Inc., Ashford Trust and Braemar (collectively, the “Parties” and each individually a “Party”) with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). Beginning on the effective date of the Amended and Restated Contribution Agreement, costs were allocated 50% to Ashford Inc., 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate preferred equity offerings raised, or June 10, 2023, there will be a true up (the “Amended and Restated True-up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual amount contributed by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively, through Ashford Securities (the resulting ratio of contributions among the Parties, the “Initial True-up Ratio”). On January 27, 2022, Ashford Trust, Braemar and Ashford Inc. entered into a Second Amended and Restated Contribution Agreement which provided for an additional $18 million in expenses to be reimbursed with all expenses allocated 45% to Ashford Trust, 45% to Braemar and 10% to Ashford Inc.

On February 1, 2023, Ashford Trust entered into a Third Amended and Restated Contribution Agreement with Ashford Inc. and Braemar. The Third Amended and Restated Contribution Agreement states that after the Amended and Restated True-Up Date occurs, capital contributions for the remainder of fiscal year 2023 will be divided between each Party based on the Initial True-Up Ratio. Thereafter on a yearly basis at year-end, starting with the year-end of 2023, there will be a true-up between the Parties whereby there will be adjustments so that the capital contributions made by each Party will be based on the cumulative amount of capital raised by each Party through Ashford Securities as a percentage of the total amount raised by the Parties collectively through Ashford Securities since June 10, 2019 (the resulting ratio of capital contributions among the Company, Ashford Inc. and Braemar following this true-up, the “Cumulative Ratio”). Thereafter, the capital contributions will be divided among each Party in accordance with the Cumulative Ratio, as recalculated at the end of each year.

During the year ended December 31, 2022, the funding estimate was revised based on the latest capital raise estimates of the aggregate capital raised through Ashford Securities. As of December 31, 2022, Ashford Trust had funded approximately $6.2 million of which $126,000 of the pre-funded amount was included in “other assets” and $5.9 million was included in “due from Ashford Inc., net” on our consolidated balance sheet. In March 2023, Ashford Inc. paid $6.1 million to Ashford Trust as a result of the contribution true-up between the entities described above. As of June 30, 2023, Ashford Trust has funded

approximately $153,000 and has a $1.2 million payable that is included in “due to Ashford Inc., net” on our consolidated balance sheet.

The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Corporate, general and administrative	$	981	$	664	$	1,100	$	1,191

Design and Construction Services

Premier Project Management LLC (“Premier”), as a subsidiary of Ashford Inc., provides design and construction services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4% of project costs; and (b) market service fees at current market rates with respect to construction management, interior design, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision.

Hotel Management Services

At June 30, 2023, Remington Hospitality managed 68 of our 100 hotel properties and the WorldQuest condominium properties.

We pay monthly hotel management fees equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Restricted Cash—Under certain management and debt agreements for our hotel properties existing at June 30, 2023, escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow generally 4% to 6% of gross revenues for capital improvements. From time to time, the Company may work with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls.

Franchise Fees—Under franchise agreements for our hotel properties existing at June 30, 2023, we pay franchisor royalty fees between 3% and 6% of gross rooms revenue and, in some cases, 1% to 3% of food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 4% of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2024 and 2047. When a franchise term expires, the franchisor has no obligation to renew the franchise. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property.

The table below summarizes the franchise fees incurred (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Other hotel expenses	$	17,451	$	16,561	$	33,063	$	28,173

Management Fees—Under hotel management agreements for our hotel properties existing at June 30, 2023, we pay monthly hotel management fees equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2% to 7% of gross revenues, as well as annual incentive management fees, if applicable. These hotel management agreements expire from 2025 through 2038, with renewal options. If we terminate a hotel management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement.

Income Taxes—We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2018 through 2022 remain subject to potential examination by certain federal and state taxing authorities.

Litigation—On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects nine hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. In May 2023 the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class de-certified. The trial court set a due date of August 7, 2023 for the briefs. If this litigation goes to trial, we expect that the earliest the trial would occur is the last quarter of 2023, based on various extensions to which the parties have agreed. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of June 30, 2023, no amounts have been accrued.

We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disability Act and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations, or cash flow. However, our assessment may change depending upon the development of these legal proceedings, and the final results of these legal proceedings cannot be predicted with certainty. If we do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods.

Lender Balancing Deposits—815 Commerce MM is considered to be a VIE, as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. During the second quarter of 2023, the Company funded a $3.0 million default loan to 815 Commerce MM to satisfy a balancing deposit that was required by the property construction lender. The total amount of balancing deposits required by the property construction lender are up to $9.5 million.

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Segment Reporting	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Segment Reporting	Segment ReportingWe operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics. As of June 30, 2023 and December 31, 2022, all of our hotel properties were domestically located.

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Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On July 14, 2023, the Company received proceeds of approximately $5.3 million from a note receivable (see note 8). The proceeds were used to pay down the respective mortgage balance.

On August 1, 2023, the Company completed the sale of the WorldQuest Resort in Orlando, Florida for $14.8 million. The carrying value of the land, building and furniture, fixtures and equipment was approximately $8.0 million at June 30, 2023.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (24,608)	$ (6,170)	$ (85,530)	$ (61,600)

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto

included in our 2022 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023.

Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.

815 Commerce Managing Member, LLC (“815 Commerce MM”) is considered to be a VIE, as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. During the second quarter of 2023, the Company funded a $3.0 million default loan to 815 Commerce MM to satisfy a balancing deposit that was required by the property construction lender. The total amount of balancing deposits required by the property construction lender are up to $9.5 million. In connection with the default loan funding, Ashford Trust obtained the ability to exercise their kick-out rights of the manager of 815 Commerce MM. As a result, Ashford Trust became the primary beneficiary and consolidated 815 Commerce MM as of May 31, 2023. The Company includes the assets and liabilities related to the VIE in the consolidated financial statements. The assets of the VIE can be used only to settle liabilities of that VIE. Creditors (or beneficial interest holders) of the VIE do not have recourse to the Company’s general credit. See note 4.

Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Use of Estimates

Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Adopted and Issued Accounting Standards

Recently Adopted Accounting Standards—In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company applied the optional expedient in evaluating debt modifications converting from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). The Company adopted the standards effective December 31, 2022. There was no material impact as a result of this adoption.

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Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Acquisitions and Dispositions that Affect Comparability

The following transactions affect reporting comparability of our consolidated financial statements:

Hotel Property	Location	Type	Date
Sheraton Ann Arbor	Ann Arbor, MI	Disposition	September 1, 2022
Hilton Marietta	Marietta, GA	Acquisition	December 16, 2022

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Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following tables present our revenue disaggregated by geographical area (dollars in thousands):

	Three Months Ended June 30, 2023
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	10	$	21,033	$	5,227	$	1,783	$	—	$	28,043
Boston, MA Area	2	19,291		1,819		1,621		—		22,731
Dallas / Ft. Worth, TX Area	7	15,887		3,871		1,053		—		20,811
Houston, TX Area	3	7,173		2,694		200		—		10,067
Los Angeles, CA Metro Area	6	21,745		4,500		1,370		—		27,615
Miami, FL Metro Area	2	6,099		2,241		232		—		8,572
Minneapolis - St. Paul, MN Area	2	3,960		1,463		155		—		5,578
Nashville, TN Area	1	15,369		7,598		1,032		—		23,999
New York / New Jersey Metro Area	6	17,279		5,697		925		—		23,901
Orlando, FL Area	2	6,309		407		525		—		7,241
Philadelphia, PA Area	3	6,411		651		276		—		7,338
San Diego, CA Area	2	5,626		349		367		—		6,342
San Francisco - Oakland, CA Metro Area	7	17,865		1,687		705		—		20,257
Tampa, FL Area	2	7,495		2,014		468		—		9,977
Washington D.C. - MD - VA Area	9	39,447		7,274		2,395		—		49,116
Other Areas	36	81,968		14,215		5,979		—		102,162
Orlando WorldQuest	—	958		40		230		—		1,228
Corporate	—	—		—		—		771		771
Total	100	$	293,915	$	61,747	$	19,316	$	771	$	375,749

	Three Months Ended June 30, 2022
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	9	$	17,559	$	4,364	$	1,183	$	—	$	23,106
Boston, MA Area	2	15,974		1,492		1,423		—		18,889
Dallas / Ft. Worth, TX Area	7	14,759		2,740		934		—		18,433
Houston, TX Area	3	6,216		2,131		202		—		8,549
Los Angeles, CA Metro Area	6	20,795		4,942		1,354		—		27,091
Miami, FL Metro Area	2	6,531		2,140		268		—		8,939
Minneapolis - St. Paul, MN Area	2	3,129		860		90		—		4,079
Nashville, TN Area	1	15,440		6,686		1,064		—		23,190
New York / New Jersey Metro Area	6	15,249		5,001		670		—		20,920
Orlando, FL Area	2	5,759		382		396		—		6,537
Philadelphia, PA Area	3	6,440		664		262		—		7,366
San Diego, CA Area	2	5,596		256		367		—		6,219
San Francisco - Oakland, CA Metro Area	7	16,986		1,431		756		—		19,173
Tampa, FL Area	2	6,588		1,653		329		—		8,570
Washington D.C. - MD - VA Area	9	35,115		6,581		2,159		—		43,855
Other Areas	36	80,429		12,626		5,591		—		98,646
Orlando WorldQuest	—	1,243		59		314		—		1,616
Disposed properties	1	1,720		308		61		—		2,089
Corporate	—	—		—		—		828		828
Total	100	$	275,528	$	54,316	$	17,423	$	828	$	348,095

	Six Months Ended June 30, 2023
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	10	$	40,809	$	10,168	$	3,273	$	—	$	54,250
Boston, MA Area	2	27,910		2,754		3,055		—		33,719
Dallas / Ft. Worth, TX Area	7	32,160		9,294		1,994		—		43,448
Houston, TX Area	3	13,987		5,252		481		—		19,720
Los Angeles, CA Metro Area	6	43,348		9,393		2,406		—		55,147
Miami, FL Metro Area	2	14,729		5,078		438		—		20,245
Minneapolis - St. Paul, MN	2	6,355		2,057		434		—		8,846
Nashville, TN Area	1	28,586		14,942		1,724		—		45,252
New York / New Jersey Metro Area	6	29,360		10,572		1,491		—		41,423
Orlando, FL Area	2	13,235		919		1,016		—		15,170
Philadelphia, PA Area	3	10,973		1,179		497		—		12,649
San Diego, CA Area	2	10,340		646		684		—		11,670
San Francisco - Oakland, CA Metro Area	7	33,916		3,804		1,402		—		39,122
Tampa, FL Area	2	17,342		3,997		922		—		22,261
Washington D.C. - MD - VA Area	9	67,467		13,157		4,241		—		84,865
Other Areas	36	154,376		27,455		10,997		—		192,828
Orlando WorldQuest	—	1,977		71		543		—		2,591
Corporate	—	—		—		—		1,429		1,429
Total	100	$	546,870	$	120,738	$	35,598	$	1,429	$	704,635

	Six Months Ended June 30, 2022
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	9	$	31,205	$	7,485	$	2,349	$	—	$	41,039
Boston, MA Area	2	21,938		2,630		2,419		—		26,987
Dallas / Ft. Worth, TX Area	7	27,278		6,363		1,853		—		35,494
Houston, TX Area	3	11,783		3,689		392		—		15,864
Los Angeles, CA Metro Area	6	38,501		6,602		2,372		—		47,475
Miami, FL Metro Area	2	14,005		4,186		519		—		18,710
Minneapolis - St. Paul, MN	2	4,942		1,370		174		—		6,486
Nashville, TN Area	1	26,336		12,009		2,030		—		40,375
New York / New Jersey Metro Area	6	23,318		7,447		1,190		—		31,955
Orlando, FL Area	2	11,576		695		751		—		13,022
Philadelphia, PA Area	3	10,274		1,006		473		—		11,753
San Diego, CA Area	2	9,257		419		667		—		10,343
San Francisco - Oakland, CA Metro Area	7	27,343		2,404		1,371		—		31,118
Tampa, FL Area	2	14,211		3,028		624		—		17,863
Washington D.C. - MD - VA Area	9	51,834		9,431		3,471		—		64,736
Other Areas	36	141,976		21,582		10,406		—		173,964
Orlando WorldQuest	—	2,395		107		651		—		3,153
Disposed properties	1	2,686		623		147		—		3,456
Corporate	—	—		—		—		1,440		1,440
Total	100	$	470,858	$	91,076	$	31,859	$	1,440	$	595,233

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Investments in Hotel Properties, net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Investments in Hotel Properties, net

Investments in hotel properties, net consisted of the following (in thousands):

	June 30, 2023		December 31, 2022
Land	$	627,368	$	622,759
Buildings and improvements	3,610,472		3,650,464
Furniture, fixtures and equipment	209,506		222,665
Construction in progress	97,558		21,609
Condominium properties	—		9,889
Hilton Marietta finance lease	17,269		18,998
Total cost	4,562,173		4,546,384
Accumulated depreciation	(1,414,596)		(1,428,053)
Investments in hotel properties, net	$	3,147,577	$	3,118,331

Asset Acquisition

The following table summarizes the assets and liabilities of 815 Commerce MM that were initially consolidated upon Ashford Trust becoming the primary beneficiary (in thousands):

Land	$	4,609
Construction in progress	56,591
Restricted cash	18,201
Deferred costs	92
Indebtedness	(35,052)
Other finance liability	(26,729)
Accounts payable and accrued expenses	(88)
Accrued interest payable	(104)
Noncontrolling interest in consolidated entities	(7,961)
Investment in 815 Commerce MM	$	9,559

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Hotel Disposition and Impairment Charges and Assets Held For Sale (Tables)

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Hotel Dispositions and Assets Held for Sale

The following table includes condensed financial information from the hotel property disposition that occurred in 2022 for the three and six months ended June 30, 2022 (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2022		2022
Total hotel revenue	$	2,089	$	3,456
Total hotel operating expenses	(1,624)		(2,976)
Property taxes, insurance and other	(150)		(299)
Depreciation and amortization	(593)		(1,203)
Operating income (loss)	(278)		(1,022)
Interest expense and amortization of discounts and loan costs	(394)		(748)
Income (loss) before income taxes	(672)		(1,770)
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership	6		13
Net income (loss) before income taxes attributable to the Company	$	(666)	$	(1,757)

The major classes of assets and liabilities related to assets held for sale included in the consolidated balance sheet at June 30, 2023 were as follows:

	June 30, 2023
Assets
Investments in hotel properties, net	$	7,961
Cash and cash equivalents	2,513
Accounts receivable, net	999
Inventories	49
Prepaid expenses	100
Other assets	29
Due from Ashford Inc., net	2
Assets held for sale	$	11,653
Liabilities
Accounts payable and accrued expenses	608
Liabilities related to assets held for sale	$	608

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Investment in Unconsolidated Entities (Tables)

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

The following table summarizes our carrying value and ownership interest in unconsolidated entities:

	June 30, 2023			December 31, 2022
Carrying value of the investment in OpenKey (in thousands)	$	1,801		$	2,103
Ownership interest in OpenKey	15.1		%	15.1		%
Carrying value of the Meritage Investment (in thousands)	$	8,716		$	8,991

The following table summarizes our equity in earnings (loss) of unconsolidated entities (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
OpenKey	$	(152)	$	(151)	$	(302)	$	(304)
Meritage Investment	(29)		—		(275)		—
	$	(181)	$	(151)	$	(577)	$	(304)

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Indebtedness, net (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Summary of Indebtedness

Indebtedness consisted of the following (in thousands):

								June 30, 2023		December 31, 2022
Indebtedness	Collateral		Maturity	Interest Rate (1)			Default Rate (2)	Debt Balance		Debt Balance
Mortgage loan (5)	1	hotel	June 2023	LIBOR(3) +	2.45	%	n/a	$	—	$	73,450
Mortgage loan (6)	7	hotels	June 2023	LIBOR(3) +	3.65	%	4.00%	180,720		180,720
Mortgage loan (6)	7	hotels	June 2023	LIBOR(3) +	3.39	%	4.00%	174,400		174,400
Mortgage loan (6)	5	hotels	June 2023	LIBOR(3) +	3.68	%	4.00%	215,120		215,120
Mortgage loan (5)	1	hotel	November 2023	SOFR(4) +	2.80	%	n/a	—		25,000
Mortgage loan (7)	17	hotels	November 2023	LIBOR(3) +	3.13	%	n/a	415,000		415,000
Mortgage loan (8)	1	hotel	December 2023	SOFR(4) +	2.85	%	n/a	15,214		15,290
Mortgage loan	1	hotel	January 2024		5.49	%	n/a	6,269		6,345
Mortgage loan	1	hotel	January 2024		5.49	%	n/a	9,149		9,261
Term loan (9)		Equity	January 2024		14.00	%	n/a	195,959		195,959
Mortgage loan (10)	8	hotels	February 2024	LIBOR(3) +	3.17	%	n/a	345,000		395,000
Mortgage loan (11)	2	hotels	March 2024	LIBOR(3) +	2.75	%	n/a	240,000		240,000
Mortgage loan (12)	19	hotels	April 2024	LIBOR(3) +	3.47	%	n/a	862,027		907,030
Mortgage loan	1	hotel	May 2024		4.99	%	n/a	5,691		5,819
Mortgage loan (13)	1	hotel	June 2024	SOFR(4) +	2.00	%	n/a	8,881		8,881
Mortgage loan (14)	5	hotels	June 2024	LIBOR(3) +	3.86	%	n/a	158,689		221,040
Mortgage loan (15)	5	hotels	June 2024	LIBOR(3) +	4.15	%	n/a	262,640		262,640
Mortgage loan (16)	5	hotels	June 2024	LIBOR(3) +	2.85	%	n/a	160,000		160,000
Mortgage loan	2	hotels	August 2024		4.85	%	n/a	11,048		11,172
Mortgage loan	3	hotels	August 2024		4.90	%	n/a	22,101		22,349
Mortgage loan (17)	1	hotel	November 2024	LIBOR(3) +	4.65	%	n/a	—		85,552
Mortgage loan (17)	1	hotel	November 2024	SOFR(4) +	4.76	%	n/a	86,000		—
Mortgage loan (18)	1	hotel	December 2024	SOFR(4) +	4.00	%	n/a	37,000		37,000
Mortgage loan	3	hotels	February 2025		4.45	%	n/a	46,303		46,918
Mortgage loan	1	hotel	March 2025		4.66	%	n/a	23,036		23,326
Mortgage loan (19)	1	hotel	August 2025	SOFR(4) +	3.91	%	n/a	98,000		98,000
Mortgage loan (5)	2	hotels	May 2026	SOFR(4) +	4.00	%	n/a	98,450		—
								3,676,697		3,835,272
Bridge loan (20) (22)	1	hotel	November 2023		5.00%		n/a	19,889		—
Environmental loan (22)	1	hotel	April 2024		10.00%		n/a	510		—
TIF loan (22)	1	hotel	July 2024		4.75%		n/a	5,609		—
Construction loan (21) (22)	1	hotel	May 2033	LIBOR(3) +	8.39%		n/a	10,607		—
								36,615		—
Total indebtedness								3,713,312		3,835,272
Premiums (discounts), net								(12,225)		(20,249)
Capitalized default interest and late charges								3,494		8,363
Deferred loan costs, net								(11,339)		(8,530)
Embedded debt derivative								22,660		23,687
Indebtedness, net								$	3,715,902	$	3,838,543

_____________________________

(1)    Interest rates do not include default or late payment rates in effect on some mortgage loans.

(2)     Default rates are presented for mortgage loans which were in default, in accordance with the terms and conditions of the applicable mortgage agreement, as of June 30, 2023. The default rate is accrued in addition to the stated interest rate.

(3)    LIBOR rates were 5.218% and 4.392% at June 30, 2023 and December 31, 2022, respectively.

(4)    SOFR rates were 5.141% and 4.358% at June 30, 2023 and December 31, 2022, respectively.

(5)    On May 19, 2023, we refinanced this mortgage loan with a new $98.5 million mortgage loan with a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of SOFR + 4.00% and has a SOFR floor of 0.50%.

(6)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period ended in June 2022. The paydown that was required in order to exercise the fourth one-year extension option was not made. As a result, effective June 9, 2023, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest has been accrued, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheet and statement of operations.

(7)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in November 2022.

(8)    This loan has two one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in December 2022.

(9)     This term loan has two one-year extension options, subject to satisfaction of certain conditions. Effective January 15, 2023, the interest rate decreased from 16% to 14% in accordance with the terms and conditions of the loan agreement.

(10)    On February 9, 2023, we amended this mortgage loan. Terms of the amendment included a principal pay down of $50.0 million, and the variable interest rate increased from LIBOR + 3.07% to LIBOR + 3.17%. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in February 2023.

(11)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in March 2023.

(12)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in April 2023. In accordance with exercising the fourth one-year extension option, we repaid $45.0 million of principal and the variable interest rate increased from LIBOR + 3.20% to LIBOR + 3.47%.

(13)    This mortgage loan has a SOFR floor of 2.00%.

(14) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began effective June 2023. In accordance with exercising the extension option, we repaid $62.4 million of principal and the variable interest rate increased from LIBOR + 3.73% to LIBOR + 3.86%.

(15)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in June 2023. In accordance with exercising the extension option, the interest rate increased from LIBOR + 4.02% to LIBOR + 4.15%. On July 5, 2023, we repaid $25.6 million of principal, reducing the outstanding principal balance to $237.1 million, in accordance with exercising the fourth extension option.

(16)    This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began effective June 2023. In accordance with exercising the extension option, the interest rate increased from LIBOR + 2.73% to LIBOR + 2.85%. On July 7, 2023, we repaid $41.0 million of principal, reducing the outstanding principal balance to $119.0 million, in accordance with exercising the fourth extension option.

(17)    On January 27, 2023, we drew the remaining $449,000 of the $2.0 million additional funding available to replenish restricted cash balances in accordance with the terms of the mortgage loan. Effective June 30, 2023, we replaced the variable interest rate of LIBOR + 4.65% with SOFR + 4.76% in accordance with the terms and conditions of the loan agreement. This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions.

(18)    This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 0.50%.

(19)    This mortgage loan has one one-year extension option, subject to satisfaction of certain conditions.

(20)     This loan has one six-month extension option, subject to satisfaction of certain conditions.

(21)    In accordance with the terms of the loan agreement, this loan converts to a term loan effective August 2023. Upon the term loan effective date, this loan will bear interest at a fixed rate of 6.81% plus the higher of the a) five-year swap rate and b) 0.94%. The term loan matures in May 2033.

(22)    This loan is associated with 815 Commerce MM. See discussion in notes 2, 4 and 6.

Schedule of Net Premium (Discount) Amortization Recognized

We recognized net premium (discount) amortization as presented in the table below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Interest expense and amortization of discounts and loan costs	$	(4,657)	$	(2,913)	$	(8,830)	$	(5,611)

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Notes Receivable, Net and Other (Tables)

6 Months Ended

Jun. 30, 2023

Receivables [Abstract]

Schedule of Accounts and Notes Receivable

Notes receivable, net are summarized in the table below (dollars in thousands):

	Interest Rate		June 30, 2023		December 31, 2022
Certificate of Occupancy Note (1) (3)
Face amount	7.0	%	$	5,250	$	5,250
Discount (2)			(9)		(188)
Notes receivable, net			$	5,241	$	5,062

____________________________________

(1)    The outstanding principal balance and all accrued and unpaid interest is due and payable on or before July 9, 2025. The note was paid in full on July 14, 2023.

(2)    The discount represents the imputed interest during the interest-free period. Interest begins accruing on July 9, 2023.

(3)    The note receivable is secured by the 1.65-acre land parcel adjacent to the Hilton St. Petersburg Bayfront.The components of the receivable, which is included in “other assets” in the consolidated balance sheet, are summarized below (dollars in thousands):

	Imputed Interest Rate		June 30, 2023		December 31, 2022
Deferred Receivable
Face amount	10.0	%	$	1,500	$	1,500
Discount (1)			(176)		(240)
			$	1,324	$	1,260

_______________

(1)    The discount represents the imputed interest during the interest-free period.

Schedule of Other Income (Expense)

We recognized discount amortization income as presented in the table below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Other income (expense)	$	90	$	84	$	179	$	166

We recognized discount amortization income as presented in the table below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
Line Item	2023		2023
Other income (expense)	$	32	$	64

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Derivative Instruments and Hedging (Tables)

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

The following table presents a summary of our interest rate derivatives entered into over each applicable period:

	Six Months Ended June 30,
	2023				2022
Interest rate caps:
Notional amount (in thousands)	$	1,704,167		(1)	$	2,873,651		(1)
Strike rate low end of range	4.00		%		3.00		%
Strike rate high end of range	6.90		%		4.00		%
Effective date range	February 2023 - June 2023				January 2022 - June 2022
Termination date range	February 2024 - June 2025				January 2023 - July 2023
Total cost (in thousands)	$	14,184			$	5,255

_______________

(1)These instruments were not designated as cash flow hedges.

We held interest rate instruments as summarized in the table below:

	June 30, 2023				December 31, 2022
Interest rate caps:
Notional amount (in thousands)	$	4,168,907		(1)	$	3,549,941		(1)
Strike rate low end of range	2.00		%		2.00		%
Strike rate high end of range	6.90		%		5.50		%
Termination date range	July 2023 - June 2025				January 2023 - January 2025
Aggregate principal balance on corresponding mortgage loans (in thousands)	$	2,355,380			$	3,505,242

_______________

(1)These instruments were not designated as cash flow hedges.

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Derivative Liabilities Measured at Fair Value

The following table includes a summary of the compound embedded derivative liabilities measured at fair value using significant unobservable (Level 3) inputs (in thousands):

	Fair Value
Balance at December 31, 2021	$	27,906
Re-measurement of fair value	(932)
Balance at March 31, 2022	26,974
Re-measurement of fair value	(2,977)
Balance at June 30, 2022	23,997
Re-measurement of fair value	(719)
Balance at September 30, 2022	23,278
Re-measurement of fair value	409
Balance at December 31, 2022	23,687
Re-measurement of fair value	934
Balance at March 31, 2023	24,621
Re-measurement of fair value	(1,961)
Balance at June 30, 2023	$	22,660

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):

	Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
June 30, 2023:
Assets
Derivative assets:
Interest rate derivatives - caps	$	—	$	36,532	$	—	$	36,532	(1)
Total	$	—	$	36,532	$	—	$	36,532
Liabilities
Embedded debt derivative	$	—	$	—	$	(22,660)	$	(22,660)	(2)
Net	$	—	$	36,532	$	(22,660)	$	13,872
December 31, 2022:
Assets
Derivative assets:
Interest rate derivatives - caps	$	—	$	47,182	$	—	$	47,182	(1)
Total	$	—	$	47,182	$	—	$	47,182
Liabilities
Embedded debt derivative	$	—	$	—	$	(23,687)	$	(23,687)	(2)
Net	$	—	$	47,182	$	(23,687)	$	23,495

____________________________________

(1)    Reported net as “derivative assets” in our consolidated balance sheets.

(2)    Reported in “indebtedness, net” in our consolidated balance sheets.

Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations

The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands):

	Gain (Loss) Recognized in Income
	Three Months Ended June 30,
	2023			2022
Assets
Derivative assets:
Interest rate derivatives - caps	$	10,621		$	3,097
Total	$	10,621		$	3,097
Liabilities
Derivative liabilities:
Embedded debt derivative	$	1,962		$	2,977
Net	$	12,583		$	6,074
Total combined
Interest rate derivatives - caps	$	(1,345)		$	3,097
Embedded debt derivative	1,962			2,977
Unrealized gain (loss) on derivatives	617		(1)	6,074		(1)
Realized gain (loss) on interest rate caps	11,966		(1) (2)	—
Net	$	12,583		$	6,074

____________________________________

(1)    Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.

(2)    Represents settled and unsettled payments from counterparties on interest rate caps.

	Gain (Loss) Recognized in Income
	Six Months Ended June 30,
	2023			2022
Assets
Derivative assets:
Interest rate derivatives - caps	$	6,141		$	5,376
Total	$	6,141		$	5,376
Liabilities
Derivative liabilities:
Embedded debt derivative	$	1,027		$	3,909
Net	$	7,168		$	9,285
Total combined
Interest rate derivatives - caps	$	(15,352)		$	5,376
Embedded debt derivative	1,027			3,909
Unrealized gain (loss) on derivatives	(14,325)		(1)	9,285		(1)
Realized gain (loss) on interest rate caps	21,493		(1) (2)	—
Net	$	7,168		$	9,285

____________________________________

(1)    Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.

(2)    Represents settled and unsettled payments from counterparties on interest rate caps.

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Summary of Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Investments, All Other Investments [Abstract]

Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments

Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):

	June 30, 2023				December 31, 2022
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets measured at fair value:
Derivative assets	$	36,532	$	36,532	$	47,182	$	47,182
Financial liabilities measured at fair value:
Embedded debt derivative	$	22,660	$	22,660	$	23,687	$	23,687
Financial assets not measured at fair value:
Cash and cash equivalents (1)	$	254,060	$	254,060	$	417,064	$	417,064
Restricted cash	167,473		167,473		141,962		141,962
Accounts receivable, net (1)	58,382		58,382		49,809		49,809
Notes receivable, net	5,241		4,979 to 5,503		5,062		4,809 to 5,315
Due from Ashford Inc., net	—		—		486		486
Due from related parties, net	2,731		2,731		6,570		6,570
Due from third-party hotel managers	19,035		19,035		22,462		22,462
Financial liabilities not measured at fair value:
Indebtedness	$	3,701,087	$3,374,340 to $3,729,533		$	3,815,023	$3,500,635 to $3,869,122
Accounts payable and accrued expenses (1)	134,773		134,773		115,970		115,970
Accrued interest payable	15,602		15,602		15,287		15,287
Dividends and distributions payable	3,378		3,378		3,118		3,118
Due to Ashford Inc., net (1)	8,030		8,030		—		—
Due to third-party hotel managers	1,459		1,459		1,319		1,319

____________________________________

(1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of June 30, 2023.

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Income (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share

The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per-share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Income (loss) allocated to common stockholders - basic and diluted:
Income (loss) attributable to the Company	$	(24,608)	$	(6,170)	$	(85,530)	$	(61,600)
Less: dividends on preferred stock	(3,752)		(3,104)		(6,995)		(6,207)
Less: deemed dividends on redeemable preferred stock	(826)		—		(1,233)		—
Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted	$	(29,186)	$	(9,274)	$	(93,758)	$	(67,807)
Weighted average common shares outstanding:
Weighted average shares outstanding - basic and diluted	34,429		34,330		34,385		34,300
Basic income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(0.85)	$	(0.27)	$	(2.73)	$	(1.98)
Diluted income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(0.85)	$	(0.27)	$	(2.73)	$	(1.98)

Summary of Computation of Diluted Income Per Share

Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Income (loss) allocated to common stockholders is not adjusted for:
Income (loss) attributable to redeemable noncontrolling interests in operating partnership	$	(349)	$	(76)	$	(949)	$	(448)
Dividends on preferred stock - Series J (inclusive of deemed dividends)	1,420		—		1,933		—
Dividends on preferred stock - Series K (inclusive of deemed dividends)	54		—		88		—
Total	$	1,125	$	(76)	$	1,072	$	(448)
Weighted average diluted shares are not adjusted for:
Effect of assumed conversion of operating partnership units	400		281		367		258
Effect of assumed issuance of shares for term loan exit fee	1,745		1,745		1,745		1,745
Effect of assumed conversion of preferred stock - Series J	6,764		—		4,111		—
Effect of assumed conversion of preferred stock - Series K	344		—		203		—
Total	9,253		2,026		6,426		2,003

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Redeemable Noncontrolling Interests in Operating Partnership (Tables)

6 Months Ended

Jun. 30, 2023

Noncontrolling Interest [Abstract]

Schedules of Redeemable Noncontrolling Interest

The following table presents the redeemable noncontrolling interests in Ashford Trust OP and the corresponding approximate ownership percentage:

	June 30, 2023			December 31, 2022
Redeemable noncontrolling interests in Ashford Trust OP (in thousands)	$	22,409		$	21,550
Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands)	$	185,194		$	184,625
Ownership percentage of operating partnership	1.14		%	0.91		%

____________________________________

(1)    Reflects the excess of the redemption value over the accumulated historical costs.

We allocated net (income) loss to the redeemable noncontrolling interests as presented in the table below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	$	349	$	76	$	949	$	448

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Equity and Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Dividends Declared

Preferred Dividends—The board of directors declared quarterly dividends per share as presented below:

	Three Months Ended June 30,
	2023		2022
8.45% Series D Cumulative Preferred Stock	$	0.5281	$	0.5281
7.375% Series F Cumulative Preferred Stock	0.4609		0.4609
7.375% Series G Cumulative Preferred Stock	0.4609		0.4609
7.50% Series H Cumulative Preferred Stock	0.4688		0.4688
7.50% Series I Cumulative Preferred Stock	0.4688		0.4688

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Redeemable Preferred Stock (Tables)

6 Months Ended

Jun. 30, 2023

Temporary Equity [Abstract]

Summary of the Activity of Temporary Equity

The issuance activity of the Series J Preferred Stock is summarized below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series J Preferred Stock shares issued (1)	1,073		1,487
Net proceeds	$	24,132	$	33,458

________

(1)Exclusive of shares issued under the DRIP.

The redemption value adjustment of Series J Preferred Stock is summarized below (in thousands):

	June 30, 2023		December 31, 2022
Series J Preferred Stock	$	36,224	$	2,004
Cumulative adjustments to Series J Preferred Stock (1)	$	2,108	$	926

________

(1)Reflects the excess of the redemption value over the accumulated carrying value.

The following table summarizes dividends declared (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series J Preferred Stock	$	618	$	751

The redemption activities of Series J Preferred stock is summarized below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series J Preferred Stock shares redeemed	2		2
Redemption amount, net of redemption fees	$	53	$	53

The issuance activity of the Series K Preferred Stock is summarized below (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series K Preferred Stock shares issued (1)	38		70
Net proceeds	$	909	$	1,696

________

(1)Exclusive of shares issued under the DRIP.

The redemption value adjustment of Series K Preferred Stock is summarized below (in thousands):

	June 30, 2023		December 31, 2022
Series K Preferred Stock	$	1,766	$	44
Cumulative adjustments to Series K Preferred Stock (1)	$	71	$	20

________

(1)Reflects the excess of the redemption value over the accumulated carrying value.

The following table summarizes dividends declared (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Series K Preferred Stock	$	30	$	37

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Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

The following table summarizes the advisory services fees incurred (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Advisory services fee
Base advisory fee	$	8,249	$	8,613	$	16,718	$	17,348
Reimbursable expenses (1)	3,065		2,364		6,292		4,935
Equity-based compensation (2)	955		1,451		2,245		3,380
Incentive fee	—		(151)		—		—
Total advisory services fee	$	12,269	$	12,277	$	25,255	$	25,663

________

(1)Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards.

(2)    Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.

The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Corporate, general and administrative	$	981	$	664	$	1,100	$	1,191

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Franchise Fees

The table below summarizes the franchise fees incurred (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Line Item	2023		2022		2023		2022
Other hotel expenses	$	17,451	$	16,561	$	33,063	$	28,173

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Organization and Description of Business (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) hotel room unit	Jun. 30, 2022 hotel	Jun. 30, 2023 USD ($) hotel room unit	Jun. 30, 2022 hotel	Dec. 31, 2022 USD ($)	Nov. 30, 2022 USD ($)
Real Estate Properties [Line Items]
Number of hotels | hotel	100	100	100	100
Number of hotel properties, owned investment in consolidated entity | hotel	1		1
Number of rooms | room	22,317		22,317
Investments in unconsolidated entities | $	$ 10,517		$ 10,517		$ 19,576
Consolidated Entity
Real Estate Properties [Line Items]
Ownership percentage	32.50%		32.50%
World Quest Resort
Real Estate Properties [Line Items]
Number of rooms | unit	79		79
OpenKey
Real Estate Properties [Line Items]
Ownership percentage	15.10%		15.10%		15.10%
Investments in unconsolidated entities | $	$ 1,801		$ 1,801		$ 2,103
815 Commerce MM
Real Estate Properties [Line Items]
Investments in unconsolidated entities | $					8,500
Meritage Investment
Real Estate Properties [Line Items]
Investments in unconsolidated entities | $	$ 8,716		$ 8,716		$ 8,991	$ 9,100
Subsidiaries
Real Estate Properties [Line Items]
Number of hotels | hotel			100
Number of hotel properties managed by affiliates | hotel	68		68

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Significant Accounting Policies - Narrative (Details) - Variable Interest Entity, Primary Beneficiary $ in Millions	Jun. 30, 2023 USD ($)
Variable Interest Entity [Line Items]
Default loan value	$ 3.0
Required balancing deposits	$ 9.5

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Revenue (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) hotel	Jun. 30, 2022 USD ($) hotel	Jun. 30, 2023 USD ($) hotel	Jun. 30, 2022 USD ($) hotel
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	100	100	100	100
Revenue	$ 375,749	$ 348,095	$ 704,635	$ 595,233
Atlanta, GA Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	10	9	10	9
Revenue	$ 28,043	$ 23,106	$ 54,250	$ 41,039
Boston, MA Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	2	2	2	2
Revenue	$ 22,731	$ 18,889	$ 33,719	$ 26,987
Dallas / Ft. Worth, TX Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	7	7	7	7
Revenue	$ 20,811	$ 18,433	$ 43,448	$ 35,494
Houston, TX Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	3	3	3	3
Revenue	$ 10,067	$ 8,549	$ 19,720	$ 15,864
Los Angeles, CA Metro Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	6	6	6	6
Revenue	$ 27,615	$ 27,091	$ 55,147	$ 47,475
Miami, FL Metro Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	2	2	2	2
Revenue	$ 8,572	$ 8,939	$ 20,245	$ 18,710
Minneapolis - St. Paul, MN Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	2	2	2	2
Revenue	$ 5,578	$ 4,079	$ 8,846	$ 6,486
Nashville, TN Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	1	1	1	1
Revenue	$ 23,999	$ 23,190	$ 45,252	$ 40,375
New York / New Jersey Metro Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	6	6	6	6
Revenue	$ 23,901	$ 20,920	$ 41,423	$ 31,955
Orlando, FL Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	2	2	2	2
Revenue	$ 7,241	$ 6,537	$ 15,170	$ 13,022
Philadelphia, PA Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	3	3	3	3
Revenue	$ 7,338	$ 7,366	$ 12,649	$ 11,753
San Diego, CA Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	2	2	2	2
Revenue	$ 6,342	$ 6,219	$ 11,670	$ 10,343
San Francisco - Oakland, CA Metro Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	7	7	7	7
Revenue	$ 20,257	$ 19,173	$ 39,122	$ 31,118
Tampa, FL Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	2	2	2	2
Revenue	$ 9,977	$ 8,570	$ 22,261	$ 17,863
Washington D.C. - MD - VA Area
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	9	9	9	9
Revenue	$ 49,116	$ 43,855	$ 84,865	$ 64,736
Other Areas
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	36	36	36	36
Revenue	$ 102,162	$ 98,646	$ 192,828	$ 173,964
Orlando WorldQuest
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	0	0	0	0
Revenue	$ 1,228	$ 1,616	$ 2,591	$ 3,153
Disposed properties
Disaggregation of Revenue [Line Items]
Number of hotels | hotel		1		1
Revenue		$ 2,089		$ 3,456
Corporate
Disaggregation of Revenue [Line Items]
Number of hotels | hotel	0	0	0	0
Revenue	$ 771	$ 828	$ 1,429	$ 1,440
Rooms
Disaggregation of Revenue [Line Items]
Revenue	293,915	275,528	546,870	470,858
Rooms | Atlanta, GA Area
Disaggregation of Revenue [Line Items]
Revenue	21,033	17,559	40,809	31,205
Rooms | Boston, MA Area
Disaggregation of Revenue [Line Items]
Revenue	19,291	15,974	27,910	21,938
Rooms | Dallas / Ft. Worth, TX Area
Disaggregation of Revenue [Line Items]
Revenue	15,887	14,759	32,160	27,278
Rooms | Houston, TX Area
Disaggregation of Revenue [Line Items]
Revenue	7,173	6,216	13,987	11,783
Rooms | Los Angeles, CA Metro Area
Disaggregation of Revenue [Line Items]
Revenue	21,745	20,795	43,348	38,501
Rooms | Miami, FL Metro Area
Disaggregation of Revenue [Line Items]
Revenue	6,099	6,531	14,729	14,005
Rooms | Minneapolis - St. Paul, MN Area
Disaggregation of Revenue [Line Items]
Revenue	3,960	3,129	6,355	4,942
Rooms | Nashville, TN Area
Disaggregation of Revenue [Line Items]
Revenue	15,369	15,440	28,586	26,336
Rooms | New York / New Jersey Metro Area
Disaggregation of Revenue [Line Items]
Revenue	17,279	15,249	29,360	23,318
Rooms | Orlando, FL Area
Disaggregation of Revenue [Line Items]
Revenue	6,309	5,759	13,235	11,576
Rooms | Philadelphia, PA Area
Disaggregation of Revenue [Line Items]
Revenue	6,411	6,440	10,973	10,274
Rooms | San Diego, CA Area
Disaggregation of Revenue [Line Items]
Revenue	5,626	5,596	10,340	9,257
Rooms | San Francisco - Oakland, CA Metro Area
Disaggregation of Revenue [Line Items]
Revenue	17,865	16,986	33,916	27,343
Rooms | Tampa, FL Area
Disaggregation of Revenue [Line Items]
Revenue	7,495	6,588	17,342	14,211
Rooms | Washington D.C. - MD - VA Area
Disaggregation of Revenue [Line Items]
Revenue	39,447	35,115	67,467	51,834
Rooms | Other Areas
Disaggregation of Revenue [Line Items]
Revenue	81,968	80,429	154,376	141,976
Rooms | Orlando WorldQuest
Disaggregation of Revenue [Line Items]
Revenue	958	1,243	1,977	2,395
Rooms | Disposed properties
Disaggregation of Revenue [Line Items]
Revenue		1,720		2,686
Rooms | Corporate
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Food and Beverage
Disaggregation of Revenue [Line Items]
Revenue	61,747	54,316	120,738	91,076
Food and Beverage | Atlanta, GA Area
Disaggregation of Revenue [Line Items]
Revenue	5,227	4,364	10,168	7,485
Food and Beverage | Boston, MA Area
Disaggregation of Revenue [Line Items]
Revenue	1,819	1,492	2,754	2,630
Food and Beverage | Dallas / Ft. Worth, TX Area
Disaggregation of Revenue [Line Items]
Revenue	3,871	2,740	9,294	6,363
Food and Beverage | Houston, TX Area
Disaggregation of Revenue [Line Items]
Revenue	2,694	2,131	5,252	3,689
Food and Beverage | Los Angeles, CA Metro Area
Disaggregation of Revenue [Line Items]
Revenue	4,500	4,942	9,393	6,602
Food and Beverage | Miami, FL Metro Area
Disaggregation of Revenue [Line Items]
Revenue	2,241	2,140	5,078	4,186
Food and Beverage | Minneapolis - St. Paul, MN Area
Disaggregation of Revenue [Line Items]
Revenue	1,463	860	2,057	1,370
Food and Beverage | Nashville, TN Area
Disaggregation of Revenue [Line Items]
Revenue	7,598	6,686	14,942	12,009
Food and Beverage | New York / New Jersey Metro Area
Disaggregation of Revenue [Line Items]
Revenue	5,697	5,001	10,572	7,447
Food and Beverage | Orlando, FL Area
Disaggregation of Revenue [Line Items]
Revenue	407	382	919	695
Food and Beverage | Philadelphia, PA Area
Disaggregation of Revenue [Line Items]
Revenue	651	664	1,179	1,006
Food and Beverage | San Diego, CA Area
Disaggregation of Revenue [Line Items]
Revenue	349	256	646	419
Food and Beverage | San Francisco - Oakland, CA Metro Area
Disaggregation of Revenue [Line Items]
Revenue	1,687	1,431	3,804	2,404
Food and Beverage | Tampa, FL Area
Disaggregation of Revenue [Line Items]
Revenue	2,014	1,653	3,997	3,028
Food and Beverage | Washington D.C. - MD - VA Area
Disaggregation of Revenue [Line Items]
Revenue	7,274	6,581	13,157	9,431
Food and Beverage | Other Areas
Disaggregation of Revenue [Line Items]
Revenue	14,215	12,626	27,455	21,582
Food and Beverage | Orlando WorldQuest
Disaggregation of Revenue [Line Items]
Revenue	40	59	71	107
Food and Beverage | Disposed properties
Disaggregation of Revenue [Line Items]
Revenue		308		623
Food and Beverage | Corporate
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other Hotel
Disaggregation of Revenue [Line Items]
Revenue	19,316	17,423	35,598	31,859
Other Hotel | Atlanta, GA Area
Disaggregation of Revenue [Line Items]
Revenue	1,783	1,183	3,273	2,349
Other Hotel | Boston, MA Area
Disaggregation of Revenue [Line Items]
Revenue	1,621	1,423	3,055	2,419
Other Hotel | Dallas / Ft. Worth, TX Area
Disaggregation of Revenue [Line Items]
Revenue	1,053	934	1,994	1,853
Other Hotel | Houston, TX Area
Disaggregation of Revenue [Line Items]
Revenue	200	202	481	392
Other Hotel | Los Angeles, CA Metro Area
Disaggregation of Revenue [Line Items]
Revenue	1,370	1,354	2,406	2,372
Other Hotel | Miami, FL Metro Area
Disaggregation of Revenue [Line Items]
Revenue	232	268	438	519
Other Hotel | Minneapolis - St. Paul, MN Area
Disaggregation of Revenue [Line Items]
Revenue	155	90	434	174
Other Hotel | Nashville, TN Area
Disaggregation of Revenue [Line Items]
Revenue	1,032	1,064	1,724	2,030
Other Hotel | New York / New Jersey Metro Area
Disaggregation of Revenue [Line Items]
Revenue	925	670	1,491	1,190
Other Hotel | Orlando, FL Area
Disaggregation of Revenue [Line Items]
Revenue	525	396	1,016	751
Other Hotel | Philadelphia, PA Area
Disaggregation of Revenue [Line Items]
Revenue	276	262	497	473
Other Hotel | San Diego, CA Area
Disaggregation of Revenue [Line Items]
Revenue	367	367	684	667
Other Hotel | San Francisco - Oakland, CA Metro Area
Disaggregation of Revenue [Line Items]
Revenue	705	756	1,402	1,371
Other Hotel | Tampa, FL Area
Disaggregation of Revenue [Line Items]
Revenue	468	329	922	624
Other Hotel | Washington D.C. - MD - VA Area
Disaggregation of Revenue [Line Items]
Revenue	2,395	2,159	4,241	3,471
Other Hotel | Other Areas
Disaggregation of Revenue [Line Items]
Revenue	5,979	5,591	10,997	10,406
Other Hotel | Orlando WorldQuest
Disaggregation of Revenue [Line Items]
Revenue	230	314	543	651
Other Hotel | Disposed properties
Disaggregation of Revenue [Line Items]
Revenue		61		147
Other Hotel | Corporate
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other
Disaggregation of Revenue [Line Items]
Revenue	771	828	1,429	1,440
Other | Atlanta, GA Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Boston, MA Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Dallas / Ft. Worth, TX Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Houston, TX Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Los Angeles, CA Metro Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Miami, FL Metro Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Minneapolis - St. Paul, MN Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Nashville, TN Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | New York / New Jersey Metro Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Orlando, FL Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Philadelphia, PA Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | San Diego, CA Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | San Francisco - Oakland, CA Metro Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Tampa, FL Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Washington D.C. - MD - VA Area
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Other Areas
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Orlando WorldQuest
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Other | Disposed properties
Disaggregation of Revenue [Line Items]
Revenue		0		0
Other | Corporate
Disaggregation of Revenue [Line Items]
Revenue	$ 771	$ 828	$ 1,429	$ 1,440

XML

Investments in Hotel Properties, net - Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Land	$ 627,368	$ 622,759
Buildings and improvements	3,610,472	3,650,464
Furniture, fixtures and equipment	209,506	222,665
Construction in progress	97,558	21,609
Condominium properties	0	9,889
Hilton Marietta finance lease	17,269	18,998
Total cost	4,562,173	4,546,384
Accumulated depreciation	(1,414,596)	(1,428,053)
Investments in hotel properties, net	$ 3,147,577	$ 3,118,331

XML

Investments in Hotel Properties, net - Consolidation of VIE (Details) - Variable Interest Entity, Primary Beneficiary $ in Thousands	3 Months Ended
	Jun. 30, 2023 USD ($)
Variable Interest Entity [Line Items]
Lease term	99 years
815 Commerce MM
Variable Interest Entity [Line Items]
Percentage of asset, liabilities, and noncontrolling interests measured and recognized	100.00%
Gain (loss) on VIE consolidation	$ 1,100
Land	4,609
Construction in progress	56,591
Restricted cash	18,201
Deferred costs	92
Indebtedness	(35,052)
Other finance liability	(26,729)
Accounts payable and accrued expenses	(88)
Accrued interest payable	(104)
Noncontrolling interest in consolidated entities	(7,961)
Investment in 815 Commerce MM	$ 9,559

XML

Investments in Hotel Properties, net - Land and Building (Details) - USD ($) $ in Thousands	Nov. 10, 2021	Jun. 30, 2023	Dec. 31, 2022
Sale Leaseback Transaction [Line Items]
Other finance liability		$ 26,729	$ 0
Variable Interest Entity, Primary Beneficiary
Sale Leaseback Transaction [Line Items]
Lease term		99 years
Discount rate		8.20%
Other finance liability		$ 26,729	$ 0
815 Commerce MM
Sale Leaseback Transaction [Line Items]
Proceeds from sale of land and buildings	$ 30,400
Lease term	99 years
Annual rental payments	$ 1,500
Annual rent increase (as a percent)	2.00%
815 Commerce MM | Minimum
Sale Leaseback Transaction [Line Items]
Purchase option period	90 days
815 Commerce MM | Maximum
Sale Leaseback Transaction [Line Items]
Purchase option period	180 days

XML

Hotel Disposition and Impairment Charges and Assets Held For Sale - Schedule of Hotel Disposition and Assets Held for Sale (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Real Estate Properties [Line Items]
Total hotel revenue	$ 2,089	$ 3,456
Total hotel operating expenses	(1,624)	(2,976)
Property taxes, insurance and other	(150)	(299)
Depreciation and amortization	(593)	(1,203)
Operating income (loss)	(278)	(1,022)
Interest expense and amortization of discounts and loan costs	(394)	(748)
Income (loss) before income taxes	(672)	(1,770)
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership	6	13
Net income (loss) before income taxes attributable to the Company	$ (666)	$ (1,757)

XML

Hotel Disposition and Impairment Charges and Assets Held For Sale - Hotel Properties Measured at Fair Value (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]
Impairment Charges	$ 0	$ 0	$ 0	$ 0

XML

Hotel Disposition and Impairment Charges and Assets Held For Sale - Schedule of Major Classes of Assets and Liabilities Related to Assets Held For Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Assets
Cash and cash equivalents	$ 2,513		$ 584
Assets held for sale	11,653	$ 0
Liabilities
Liabilities related to assets held for sale	608	$ 0
Disposal Group, Held-for-sale, Not Discontinued Operations
Assets
Investments in hotel properties, net	7,961
Cash and cash equivalents	2,513
Accounts receivable, net	999
Inventories	49
Prepaid expenses	100
Other assets	29
Due from Ashford Inc., net	2
Assets held for sale	11,653
Liabilities
Accounts payable and accrued expenses	608
Liabilities related to assets held for sale	$ 608

XML

Investment in Unconsolidated Entities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Nov. 30, 2022
Schedule of Equity Method Investments [Line Items]
Carrying value of the investment	$ 10,517,000		$ 10,517,000		$ 19,576,000
Income (loss) from equity method investments	(181,000)	$ (151,000)	(577,000)	$ (304,000)
Impairment of investments in unconsolidated entities	0	0	0	0
OpenKey
Schedule of Equity Method Investments [Line Items]
Equity method investment, aggregate cost	5,500,000		5,500,000
Carrying value of the investment	$ 1,801,000		$ 1,801,000		$ 2,103,000
Ownership percentage	15.10%		15.10%		15.10%
Income (loss) from equity method investments	$ (152,000)	(151,000)	$ (302,000)	(304,000)
815 Commerce MM
Schedule of Equity Method Investments [Line Items]
Carrying value of the investment					$ 8,500,000
Meritage Investment
Schedule of Equity Method Investments [Line Items]
Carrying value of the investment	8,716,000		8,716,000		$ 8,991,000	$ 9,100,000
Income (loss) from equity method investments	$ (29,000)	$ 0	$ (275,000)	$ 0

XML

Indebtedness, net - Schedule of Indebtedness (for 10Q) (Details) $ in Thousands									1 Months Ended		6 Months Ended
	Jul. 07, 2023 USD ($)	Jul. 05, 2023 USD ($)	May 31, 2023	May 19, 2023 USD ($) extension	Mar. 31, 2023	Feb. 09, 2023 USD ($) extension	Feb. 08, 2023	Jan. 27, 2023 USD ($)	Jun. 30, 2023 USD ($) hotel extension	Apr. 30, 2023 USD ($)	Jun. 30, 2023 USD ($) hotel extension	Jun. 30, 2022 USD ($)	Aug. 31, 2023	Jan. 15, 2023	Jan. 14, 2023	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Debt Balance									$ 3,713,312		$ 3,713,312					$ 3,835,272
Embedded debt derivative									43,700		43,700
Indebtedness, net									$ 3,715,902		$ 3,715,902					$ 3,838,543
LIBOR rate									5.218%		5.218%					4.392%
SOFR rate									5.141%		5.141%					4.358%
Repayments of long-term debt											$ 257,473	$ 11,877
Proceeds from debt											$ 99,655	$ 0
Term loan
Debt Instrument [Line Items]
Interest rate									14.00%		14.00%			14.00%	16.00%
Debt Balance									$ 195,959		$ 195,959					$ 195,959
Number of extension options | extension									2		2
Term of extension option (in years)											1 year
Mortgages and Line Of Credit
Debt Instrument [Line Items]
Debt Balance									$ 36,615		$ 36,615					0
Mortgages
Debt Instrument [Line Items]
Debt Balance									3,676,697		3,676,697					3,835,272
Premiums (discounts), net									(12,225)		(12,225)					(20,249)
Capitalized default interest and late charges									3,494		3,494					8,363
Deferred loan costs, net									(11,339)		(11,339)					(8,530)
Indebtedness, net									$ 3,715,902		$ 3,715,902					3,838,543
Mortgages | Mortgage loan 1
Debt Instrument [Line Items]
Collateral | hotel									1		1
Debt Balance									$ 0		$ 0					73,450
Mortgages | Mortgage loan 2
Debt Instrument [Line Items]
Collateral | hotel									7		7
Debt default rate									400.00%		400.00%
Debt Balance									$ 180,720		$ 180,720					180,720
Mortgages | Mortgage loan 3
Debt Instrument [Line Items]
Collateral | hotel									7		7
Debt default rate									400.00%		400.00%
Debt Balance									$ 174,400		$ 174,400					174,400
Mortgages | Mortgage loan 4
Debt Instrument [Line Items]
Collateral | hotel									5		5
Debt default rate									400.00%		400.00%
Debt Balance									$ 215,120		$ 215,120					215,120
Number of extension options | extension									5		5
Term of extension option (in years)											1 year
Mortgages | Mortgage loan 5
Debt Instrument [Line Items]
Collateral | hotel									1		1
Debt Balance									$ 0		$ 0					25,000
Mortgages | Mortgage loan 6
Debt Instrument [Line Items]
Collateral | hotel									17		17
Debt Balance									$ 415,000		$ 415,000					415,000
Number of extension options | extension									5		5
Term of extension option (in years)											1 year
Mortgages | Mortgage loan 7
Debt Instrument [Line Items]
Collateral | hotel									1		1
Debt Balance									$ 15,214		$ 15,214					15,290
Number of extension options | extension									2		2
Term of extension option (in years)											1 year
Mortgages | Mortgage loan 8
Debt Instrument [Line Items]
Collateral | hotel									1		1
Interest rate									5.49%		5.49%
Debt Balance									$ 6,269		$ 6,269					6,345
Mortgages | Mortgage loan 9
Debt Instrument [Line Items]
Collateral | hotel									1		1
Interest rate									5.49%		5.49%
Debt Balance									$ 9,149		$ 9,149					9,261
Mortgages | Mortgage loan 10
Debt Instrument [Line Items]
Collateral | hotel									8		8
Debt Balance									$ 345,000		$ 345,000					395,000
Number of extension options | extension						5
Term of extension option (in years)						1 year
Repayments of long-term debt						$ 50,000
Mortgages | Mortgage loan 11
Debt Instrument [Line Items]
Collateral | hotel									2		2
Debt Balance									$ 240,000		$ 240,000					240,000
Number of extension options | extension									5		5
Term of extension option (in years)											1 year
Mortgages | Mortgage loan 12
Debt Instrument [Line Items]
Collateral | hotel									19		19
Debt Balance									$ 862,027		$ 862,027					907,030
Number of extension options | extension									5		5
Term of extension option (in years)											1 year
Repayments of long-term debt										$ 45,000
Mortgages | Mortgage loan 13
Debt Instrument [Line Items]
Collateral | hotel									1		1
Interest rate									4.99%		4.99%
Debt Balance									$ 5,691		$ 5,691					5,819
Mortgages | Mortgage loan 14
Debt Instrument [Line Items]
Collateral | hotel									1		1
Debt Balance									$ 8,881		$ 8,881					8,881
SOFR Floor (as a percent)									2.00%		2.00%
Mortgages | Mortgage loan 15
Debt Instrument [Line Items]
Collateral | hotel									5		5
Debt Balance									$ 158,689		$ 158,689					221,040
Number of extension options | extension									5		5
Term of extension option (in years)											1 year
Repayments of long-term debt									$ 62,400
Mortgages | Mortgage loan 16
Debt Instrument [Line Items]
Collateral | hotel									5		5
Debt Balance									$ 262,640		$ 262,640					262,640
Number of extension options | extension									5		5
Term of extension option (in years)											1 year
Mortgages | Mortgage loan 16 | Subsequent Event
Debt Instrument [Line Items]
Indebtedness, net		$ 237,100
Repayments of long-term debt		$ 25,600
Mortgages | Mortgage loan 17
Debt Instrument [Line Items]
Collateral | hotel									5		5
Debt Balance									$ 160,000		$ 160,000					160,000
Number of extension options | extension									5		5
Term of extension option (in years)											1 year
Mortgages | Mortgage loan 17 | Subsequent Event
Debt Instrument [Line Items]
Indebtedness, net	$ 119,000
Repayments of long-term debt	$ 41,000
Mortgages | Mortgage loan 18
Debt Instrument [Line Items]
Collateral | hotel									2		2
Interest rate									4.85%		4.85%
Debt Balance									$ 11,048		$ 11,048					11,172
Mortgages | Mortgage loan 19
Debt Instrument [Line Items]
Collateral | hotel									3		3
Interest rate									4.90%		4.90%
Debt Balance									$ 22,101		$ 22,101					22,349
Mortgages | Mortgage loan 20
Debt Instrument [Line Items]
Collateral | hotel									1		1
Debt Balance									$ 0		$ 0					85,552
Proceeds from debt								$ 449
Future additional funding available								$ 2,000
Mortgages | Mortgage loan 21
Debt Instrument [Line Items]
Collateral | hotel									1		1
Debt Balance									$ 86,000		$ 86,000					0
Number of extension options | extension									2		2
Term of extension option (in years)											1 year
Mortgages | Mortgage loan 22
Debt Instrument [Line Items]
Collateral | hotel									1		1
Debt Balance									$ 37,000		$ 37,000					37,000
Number of extension options | extension									3		3
Term of extension option (in years)											1 year
SOFR Floor (as a percent)									0.50%		0.50%
Mortgages | Mortgage loan 23
Debt Instrument [Line Items]
Collateral | hotel									3		3
Interest rate									4.45%		4.45%
Debt Balance									$ 46,303		$ 46,303					46,918
Mortgages | Mortgage loan 24
Debt Instrument [Line Items]
Collateral | hotel									1		1
Interest rate									4.66%		4.66%
Debt Balance									$ 23,036		$ 23,036					23,326
Mortgages | Mortgage loan 25
Debt Instrument [Line Items]
Collateral | hotel									1		1
Debt Balance									$ 98,000		$ 98,000					98,000
Number of extension options | extension									1		1
Term of extension option (in years)											1 year
Mortgages | Mortgage loan 26
Debt Instrument [Line Items]
Collateral | hotel									2		2
Debt Balance				$ 98,500					$ 98,450		$ 98,450					0
Number of extension options | extension				2
Term of extension option (in years)				1 year
SOFR Floor (as a percent)				0.50%
Initial term of loan (in years)				3 years
Mortgages | Bridge Loan
Debt Instrument [Line Items]
Collateral | hotel									1		1
Interest rate									5.00%		5.00%
Debt Balance									$ 19,889		$ 19,889					0
Number of extension options | extension									1		1
Term of extension option (in years)											6 months
Mortgages | Environmental Loan
Debt Instrument [Line Items]
Collateral | hotel									1		1
Interest rate									10.00%		10.00%
Debt Balance									$ 510		$ 510					0
Mortgages | TIF Loan
Debt Instrument [Line Items]
Collateral | hotel									1		1
Basis spread on variable rate											4.75%
Debt Balance									$ 5,609		$ 5,609					0
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 1
Debt Instrument [Line Items]
Basis spread on variable rate											2.45%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 2
Debt Instrument [Line Items]
Basis spread on variable rate											3.65%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 3
Debt Instrument [Line Items]
Basis spread on variable rate											3.39%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 4
Debt Instrument [Line Items]
Basis spread on variable rate											3.68%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 6
Debt Instrument [Line Items]
Basis spread on variable rate											3.13%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 10
Debt Instrument [Line Items]
Basis spread on variable rate						3.17%	3.07%				3.17%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 11
Debt Instrument [Line Items]
Basis spread on variable rate											2.75%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 12
Debt Instrument [Line Items]
Basis spread on variable rate					3.20%					3.47%	3.47%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 15
Debt Instrument [Line Items]
Basis spread on variable rate			3.73%						3.86%		3.86%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 16
Debt Instrument [Line Items]
Basis spread on variable rate			4.02%						4.15%		4.15%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 17
Debt Instrument [Line Items]
Basis spread on variable rate			2.73%						2.85%		2.85%
Mortgages | London Interbank Offered Rate (LIBOR) | Mortgage loan 20
Debt Instrument [Line Items]
Basis spread on variable rate			4.65%								4.65%
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 5
Debt Instrument [Line Items]
Basis spread on variable rate											2.80%
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 7
Debt Instrument [Line Items]
Basis spread on variable rate											2.85%
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 14
Debt Instrument [Line Items]
Basis spread on variable rate											2.00%
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 21
Debt Instrument [Line Items]
Basis spread on variable rate									4.76%		4.76%
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 22
Debt Instrument [Line Items]
Basis spread on variable rate											4.00%
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 25
Debt Instrument [Line Items]
Basis spread on variable rate											3.91%
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 26
Debt Instrument [Line Items]
Basis spread on variable rate				4.00%							4.00%
Embedded debt derivative
Debt Instrument [Line Items]
Embedded debt derivative									$ 22,660		$ 22,660					23,687
Construction loan
Debt Instrument [Line Items]
Collateral | hotel									1		1
Debt Balance									$ 10,607		$ 10,607					$ 0
Construction loan | Forecast
Debt Instrument [Line Items]
Interest rate													6.81%
Spread on stated rate (as a percent)													0.94%
Construction loan | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate											8.39%

XML

Indebtedness, net - Schedule of Net Premium (Discount) Amortization Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Disclosure [Abstract]
Interest expense and amortization of discounts and loan costs	$ (4,657)	$ (2,913)	$ (8,830)	$ (5,611)

XML

Indebtedness, net - Narrative (Details)				1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 21, 2023 USD ($)	Jun. 09, 2023	Jun. 13, 2018 extension	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Amount of capitalized principal that was amortized					$ 1,800,000	$ 4,900,000	$ 3,800,000	$ 7,600,000
Repayments of long-term debt							257,473,000	$ 11,877,000
Debt Balance				$ 3,713,312,000	3,713,312,000		3,713,312,000		$ 3,835,272,000
Indebtedness, net ($35,808 and $0 attributable to VIEs)				3,715,902,000	3,715,902,000		3,715,902,000		3,838,543,000
Interest costs capitalized					566,000		566,000
Accumulated capitalized interest costs				6,000,000	6,000,000		6,000,000
Mortgages
Debt Instrument [Line Items]
Debt Balance				3,676,697,000	3,676,697,000		3,676,697,000		3,835,272,000
Indebtedness, net ($35,808 and $0 attributable to VIEs)				3,715,902,000	3,715,902,000		3,715,902,000		$ 3,838,543,000
Credit Agreement
Debt Instrument [Line Items]
Cash exit fee (as a percent)	50.00%
Credit Agreement | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 100,000,000
Unused capacity, commitment fee (as a percent)	9.00%
Initial term period (in years)	12 months
Credit Agreement | Mortgages
Debt Instrument [Line Items]
Mortgage debt threshold amount	$ 400,000,000
KEYS Mortgage Loans | Mortgages
Debt Instrument [Line Items]
Initial term period (in years)			2 years
Number of extension options | extension			5
Term of extension option (in years)		30 days	1 year
KEYS Pool C Loan | Mortgages
Debt Instrument [Line Items]
Repayments of long-term debt				62,400,000
KEYS Pool D Loan | Mortgages
Debt Instrument [Line Items]
Repayments of long-term debt				25,600,000
KEYS Pool E Loan | Mortgages
Debt Instrument [Line Items]
Repayments of long-term debt				41,000,000
KEYS Pool A Loan | Mortgages
Debt Instrument [Line Items]
Debt Balance				180,700,000	180,700,000		180,700,000
Indebtedness, net ($35,808 and $0 attributable to VIEs)				124,100,000	124,100,000		124,100,000
KEYS Pool B Loan | Mortgages
Debt Instrument [Line Items]
Debt Balance				174,400,000	174,400,000		174,400,000
Indebtedness, net ($35,808 and $0 attributable to VIEs)				116,000,000	116,000,000		116,000,000
KEYS Pool F Loan | Mortgages
Debt Instrument [Line Items]
Debt Balance				215,100,000	215,100,000		215,100,000
Indebtedness, net ($35,808 and $0 attributable to VIEs)				$ 160,200,000	$ 160,200,000		$ 160,200,000
Mortgage Loan, Aggregate Principal Amount Above Mortgage Debt Threshold Amount | Mortgages
Debt Instrument [Line Items]
Debt Balance	$ 415,000,000

XML

Notes Receivable, Net and Other - Schedule of Notes Receivable (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) a	Dec. 31, 2022 USD ($)
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Parking Lot Adjacent to Hilton St. Petersburg Bayfront Hotel
Accounts, Notes, Loans and Financing Receivable [Line Items]
Area of real estate property (in acres) | a	1.65
Notes Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest Rate	7.00%
Receivable, net	$ 5,241	$ 5,062
Notes Receivable | Certificate of Occupancy Note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Face amount	5,250	5,250
Discount	$ (9)	(188)
Accounts Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest Rate	10.00%
Face amount	$ 1,500	1,500
Discount	(176)	(240)
Receivable, net	$ 1,324	$ 1,260

XML

Notes Receivable, Net and Other - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 01, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Cash interest income	$ 0	$ 0	$ 0	$ 0
Impairment charges	$ 0	$ 0	$ 0	$ 0
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sheraton In Ann Arbor
Accounts, Notes, Loans and Financing Receivable [Line Items]
Face amount					$ 1,500,000

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Notes Receivable, Net and Other - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Notes Receivable
Receivables with Imputed Interest [Line Items]
Discount amortization income	$ 90	$ 84	$ 179	$ 166
Accounts Receivable
Receivables with Imputed Interest [Line Items]
Discount amortization income	$ 32		$ 64

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Derivative Instruments and Hedging (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Interest rate derivatives - caps
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount (in thousands)	$ 4,168,907		$ 3,549,941
Aggregate principal balance on corresponding mortgage loans (in thousands)	$ 2,355,380		$ 3,505,242
Interest rate derivatives - caps | Minimum
Derivative Instruments, Gain (Loss) [Line Items]
Strike rate	2.00%		2.00%
Interest rate derivatives - caps | Maximum
Derivative Instruments, Gain (Loss) [Line Items]
Strike rate	6.90%		5.50%
Interest rate derivatives - caps
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount (in thousands)	$ 1,704,167	$ 2,873,651
Total cost (in thousands)	$ 14,184	$ 5,255
Interest rate derivatives - caps | Minimum
Derivative Instruments, Gain (Loss) [Line Items]
Strike rate	4.00%	3.00%
Interest rate derivatives - caps | Maximum
Derivative Instruments, Gain (Loss) [Line Items]
Strike rate	6.90%	4.00%

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Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value consideration threshold for transfer in/out of level 3 (as a percent)	10.00%
LIBOR rate	5.218%	4.392%
Fair value of derivative liability	$ 43.7
Significant Other Observable Inputs (Level 2)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
LIBOR rate	5.141%
LIBOR interest rate forward curve uptrend	3.686%

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Fair Value Measurements - Summary of Derivative Liabilities Measured at Fair Value (Details) - Derivative liabilities - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 24,621	$ 23,687	$ 23,278	$ 23,997	$ 26,974	$ 27,906
Re-measurement of fair value	(1,961)	934	409	(719)	(2,977)	(932)
Ending balance	$ 22,660	$ 24,621	$ 23,687	$ 23,278	$ 23,997	$ 26,974

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Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Derivative assets:
Derivative assets	$ 36,532	$ 47,182
Fair Value Measurements Recurring
Derivative assets:
Derivative assets	36,532	47,182
Liabilities
Net	13,872	23,495
Fair Value Measurements Recurring | Interest rate derivatives - caps
Derivative assets:
Derivative assets	36,532	47,182
Fair Value Measurements Recurring | Embedded debt derivative
Liabilities
Derivative liabilities	(22,660)	(23,687)
Fair Value Measurements Recurring | Quoted Market Prices (Level 1)
Derivative assets:
Derivative assets	0	0
Liabilities
Net	0	0
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Interest rate derivatives - caps
Derivative assets:
Derivative assets	0	0
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Embedded debt derivative
Liabilities
Derivative liabilities	0	0
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2)
Derivative assets:
Derivative assets	36,532	47,182
Liabilities
Net	36,532	47,182
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - caps
Derivative assets:
Derivative assets	36,532	47,182
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Embedded debt derivative
Liabilities
Derivative liabilities	0	0
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3)
Derivative assets:
Derivative assets	0	0
Liabilities
Net	(22,660)	(23,687)
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Interest rate derivatives - caps
Derivative assets:
Derivative assets	0	0
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Embedded debt derivative
Liabilities
Derivative liabilities	$ (22,660)	$ (23,687)

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Fair Value Measurements - Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Unrealized gain (loss) on derivatives	$ 617	$ 6,074	$ (14,325)	$ 9,285
Net	12,583	6,074	7,168	9,285
Interest rate derivatives - caps
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Unrealized gain (loss) on derivatives	(1,345)	3,097	(15,352)	5,376
Realized gain (loss) on interest rate caps	11,966	0	21,493	0
Embedded debt derivative
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Unrealized gain (loss) on derivatives	1,962	2,977	1,027	3,909
Derivative liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	12,583	6,074	7,168	9,285
Derivative liabilities | Embedded debt derivative
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	1,962	2,977	1,027	3,909
Derivative assets: | Interest rate derivatives - caps
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	10,621	3,097	6,141	5,376
Non-derivative assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 10,621	$ 3,097	$ 6,141	$ 5,376

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Summary of Fair Value of Financial Instruments - Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Financial assets measured at fair value:
Derivative assets, Carrying value	$ 36,532	$ 47,182
Financial assets not measured at fair value:
Cash and cash equivalents	251,547	417,064	$ 537,822	$ 592,110
Restricted cash, Carrying value	167,473	141,962	125,995	$ 99,534
Accounts receivable, Carrying value	57,384	49,809
Notes receivable, net, Carrying value	5,241	5,062
Financial liabilities not measured at fair value:
Accounts payable and accrued expenses ($2,344 and $0 attributable to VIEs)	134,165	115,970
Accrued interest payable ($105 and $0 attributable to VIEs)	15,602	15,287
Dividends and distributions declared but not paid	3,378	3,118	$ 3,104
Ashford, Inc.
Financial assets not measured at fair value:
Other receivables	0	486
Financial liabilities not measured at fair value:
Other accounts payable	8,032	0
Related Party
Financial assets not measured at fair value:
Other receivables	2,731	6,570
Nonrelated Party
Financial assets not measured at fair value:
Other receivables	19,035	22,462
Financial liabilities not measured at fair value:
Other accounts payable	1,459	1,319
Carrying Value
Financial assets measured at fair value:
Derivative assets, Carrying value	36,532	47,182
Financial liabilities measured at fair value:
Derivative liabilities, Carrying value	22,660	23,687
Financial assets not measured at fair value:
Cash and cash equivalents	254,060	417,064
Restricted cash, Carrying value	167,473	141,962
Accounts receivable, Carrying value	58,382	49,809
Notes receivable, net, Carrying value	5,241	5,062
Financial liabilities not measured at fair value:
Indebtedness, Carrying value	3,701,087	3,815,023
Accounts payable and accrued expenses ($2,344 and $0 attributable to VIEs)	134,773	115,970
Accrued interest payable ($105 and $0 attributable to VIEs)	15,602	15,287
Dividends and distributions declared but not paid	3,378	3,118
Carrying Value | Ashford, Inc.
Financial assets not measured at fair value:
Other receivables	0	486
Carrying Value | Related Party
Financial assets not measured at fair value:
Other receivables	2,731	6,570
Financial liabilities not measured at fair value:
Other accounts payable	8,030	0
Carrying Value | Nonrelated Party
Financial assets not measured at fair value:
Other receivables	19,035	22,462
Financial liabilities not measured at fair value:
Other accounts payable	1,459	1,319
Estimated Fair Value
Financial assets measured at fair value:
Derivative assets, Estimated fair value	36,532	47,182
Financial liabilities measured at fair value:
Derivative liabilities, Estimated fair value	22,660	23,687
Financial assets not measured at fair value:
Cash and cash equivalents, Estimated fair value	254,060	417,064
Restricted cash, Estimated fair value	167,473	141,962
Accounts receivable, Estimated fair value	58,382	49,809
Financial liabilities not measured at fair value:
Accounts payable and accrued expenses, Estimated fair value	134,773	115,970
Accrued interest payable, Estimated fair value	15,602	15,287
Dividends payable, Estimated fair value	3,378	3,118
Estimated Fair Value | Ashford, Inc.
Financial assets not measured at fair value:
Other receivables, Estimated fair value	0	486
Estimated Fair Value | Related Party
Financial assets not measured at fair value:
Other receivables, Estimated fair value	2,731	6,570
Financial liabilities not measured at fair value:
Other accounts payable, Estimated fair value	8,030	0
Estimated Fair Value | Nonrelated Party
Financial assets not measured at fair value:
Other receivables, Estimated fair value	19,035	22,462
Financial liabilities not measured at fair value:
Other accounts payable, Estimated fair value	1,459	1,319
Minimum | Estimated Fair Value
Financial assets not measured at fair value:
Notes receivable, net, Estimated fair value	4,979	4,809
Financial liabilities not measured at fair value:
Indebtedness, Estimated fair value	3,374,340	3,500,635
Maximum | Estimated Fair Value
Financial assets not measured at fair value:
Notes receivable, net, Estimated fair value	5,503	5,315
Financial liabilities not measured at fair value:
Indebtedness, Estimated fair value	$ 3,729,533	$ 3,869,122

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Summary of Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Maximum maturity term of financial assets (in days)	90 days
Notes receivable, net	$ 5,241	$ 5,062
Indebtedness, net ($35,808 and $0 attributable to VIEs)	3,715,902	3,838,543
Significant Other Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Indebtedness, net ($35,808 and $0 attributable to VIEs)	$ 3,700,000	$ 3,800,000
Minimum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value percentage of the carrying value of notes receivable (as a percent)	95.00%	95.00%
Total indebtedness fair value variance from carrying value (as a percent)	91.20%	91.80%
Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value percentage of the carrying value of notes receivable (as a percent)	105.00%	105.00%
Total indebtedness fair value variance from carrying value (as a percent)	100.80%	101.40%

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Income (Loss) Per Share - Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income (loss) allocated to common stockholders - basic and diluted:
Income (loss) attributable to the Company	$ (24,608)	$ (6,170)	$ (85,530)	$ (61,600)
Preferred dividends	(3,752)	(3,104)	(6,995)	(6,207)
Deemed dividends on redeemable preferred stock	(826)	0	(1,233)	0
Distributed and undistributed income (loss) allocated to common stockholders - basic	(29,186)	(9,274)	(93,758)	(67,807)
Distributed and undistributed income (loss) allocated to common stockholders - diluted	$ (29,186)	$ (9,274)	$ (93,758)	$ (67,807)
Weighted average common shares outstanding:
Weighted average common shares outstanding - basic (in shares)	34,429	34,330	34,385	34,300
Weighted average common shares outstanding - diluted (in shares)	34,429	34,330	34,385	34,300
Basic income (loss) per share:
Net income (loss) allocated to common stockholders per share (in dollars per share)	$ (0.85)	$ (0.27)	$ (2.73)	$ (1.98)
Diluted income (loss) per share:
Net income (loss) allocated to common stockholders per share (in dollars per share)	$ (0.85)	$ (0.27)	$ (2.73)	$ (1.98)

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Income (Loss) Per Share - Summary of Computation of Diluted Income Per Share (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income (loss) allocated to common stockholders is not adjusted for:
Total	$ 1,125	$ (76)	$ 1,072	$ (448)
Weighted average diluted shares are not adjusted for:
Antidilutive securities excluded (in shares)	9,253	2,026	6,426	2,003
Preferred Stock, Series J
Income (loss) allocated to common stockholders is not adjusted for:
Dividends on preferred stock	$ 1,420	$ 0	$ 1,933	$ 0
Series K Preferred Stock
Income (loss) allocated to common stockholders is not adjusted for:
Dividends on preferred stock	$ 54	$ 0	$ 88	$ 0
Operating partnership units
Weighted average diluted shares are not adjusted for:
Antidilutive securities excluded (in shares)	400	281	367	258
Embedded debt derivative
Weighted average diluted shares are not adjusted for:
Antidilutive securities excluded (in shares)	1,745	1,745	1,745	1,745
Redeemable Noncontrolling Interests in Preferred Stock | Preferred Stock, Series J
Weighted average diluted shares are not adjusted for:
Antidilutive securities excluded (in shares)	6,764	0	4,111	0
Redeemable Noncontrolling Interests in Preferred Stock | Series K Preferred Stock
Weighted average diluted shares are not adjusted for:
Antidilutive securities excluded (in shares)	344	0	203	0
Operating partnership units
Income (loss) allocated to common stockholders is not adjusted for:
Income (loss) attributable to redeemable noncontrolling interests in operating partnership	$ (349)	$ (76)	$ (949)	$ (448)

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Redeemable Noncontrolling Interests in Operating Partnership - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		6 Months Ended
	May 31, 2023	Mar. 31, 2023	Jun. 30, 2023
Noncontrolling Interest [Line Items]
Common unit limited partnership interest redemption for common stock (in shares)			1
LTIP and Performance LTIP
Noncontrolling Interest [Line Items]
Units outstanding (in shares)			2,100,000
Units which have not reached full economic parity with common units (in shares)			118,000
LTIP units
Noncontrolling Interest [Line Items]
Vesting period (in years)			3 years
Common partnership unit per converted LTIP unit (in shares)			1
LTIP units | Director
Noncontrolling Interest [Line Items]
Granted (in shares)	112,000
Fair value of units granted	$ 475
Performance LTIP units
Noncontrolling Interest [Line Items]
Vesting period (in years)		3 years
Granted (in shares)		282,000
Share-based compensation arrangement by share-based payment award, award performance target, percentage		250.00%
Fair value of awards (in dollars per share)			$ 4.93
Units outstanding (in shares)			1,600,000
Units which have not reached full economic parity with common units (in shares)			1,500,000
Performance LTIP units | Minimum
Noncontrolling Interest [Line Items]
Performance adjustment range (as a percent)			0.00%
Performance LTIP units | Minimum | 2021 and 2022 Grants
Noncontrolling Interest [Line Items]
Performance adjustment range (as a percent)			0.00%
Performance adjustment range on initial calculation (as a percent)			75.00%
Performance LTIP units | Maximum
Noncontrolling Interest [Line Items]
Performance adjustment range (as a percent)			200.00%
Performance LTIP units | Maximum | 2021 and 2022 Grants
Noncontrolling Interest [Line Items]
Performance adjustment range (as a percent)			250.00%
Performance adjustment range on initial calculation (as a percent)			125.00%

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Redeemable Noncontrolling Interests in Operating Partnership - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Noncontrolling Interest [Line Items]
Redeemable noncontrolling interests in Ashford Trust OP (in thousands)	$ 22,409		$ 22,409		$ 21,550
Redemption value adjustment	$ (393)	$ 2,888	(569)	$ 2,427
Partnership Interest
Noncontrolling Interest [Line Items]
Redemption value adjustment			$ 185,194		$ 184,625
Partnership Interest | Ashford Trust OP
Noncontrolling Interest [Line Items]
Ownership percentage of operating partnership	1.14%		1.14%		0.91%

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Redeemable Noncontrolling Interests in Operating Partnership - Redeemable Noncontrolling Interests and Declared Aggregate Cash Distributions to Holders (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Noncontrolling Interest [Abstract]
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	$ 349	$ 76	$ 949	$ 448

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Equity and Equity-Based Compensation - Narrative (Details) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
	May 31, 2023	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Apr. 06, 2022
Class of Stock [Line Items]
Dividends declared - common stock					$ 0	$ 0
Issuance of preferred stock						$ (165,000)
Authorized amount							$ 200,000,000
Stock repurchased (in shares)			0	0	0	0
Common Stock
Class of Stock [Line Items]
Issuance of common stock, net (in shares)				16,000
Director | Common Stock
Class of Stock [Line Items]
Issuance of common stock, net (in shares)	22,000
Issuance of preferred stock	$ 95,000
Performance stock units
Class of Stock [Line Items]
Vesting period (in years)		3 years			3 years
Granted (in shares)		165,000
Fair value of units granted			$ 811,000		$ 811,000
Performance stock units | Minimum
Class of Stock [Line Items]
Performance adjustment range (as a percent)			0.00%		0.00%
Performance stock units | Maximum
Class of Stock [Line Items]
Performance adjustment range (as a percent)			200.00%		200.00%
2021 and 2022 Grants | Performance stock units | Minimum
Class of Stock [Line Items]
Performance adjustment range (as a percent)			0.00%		0.00%
Performance adjustment range on initial calculation (as a percent)			75.00%		75.00%
2021 and 2022 Grants | Performance stock units | Maximum
Class of Stock [Line Items]
Performance adjustment range (as a percent)			250.00%		250.00%
Performance adjustment range on initial calculation (as a percent)			125.00%		125.00%

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Equity and Equity-Based Compensation - Summary of Dividends (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023
Preferred Stock, Series D
Class of Stock [Line Items]
Preferred stock percentage			8.45%
Dividends declared - preferred stock (in dollars per share)	$ 0.5281	$ 0.5281
Preferred Stock, Series F
Class of Stock [Line Items]
Preferred stock percentage			7.375%
Dividends declared - preferred stock (in dollars per share)	0.4609	0.4609
Preferred Stock, Series G
Class of Stock [Line Items]
Preferred stock percentage			7.375%
Dividends declared - preferred stock (in dollars per share)	0.4609	0.4609
Preferred Stock, Series H
Class of Stock [Line Items]
Preferred stock percentage			7.50%
Dividends declared - preferred stock (in dollars per share)	0.4688	0.4688
Preferred Stock, Series I
Class of Stock [Line Items]
Preferred stock percentage			7.50%
Dividends declared - preferred stock (in dollars per share)	$ 0.4688	$ 0.4688

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Redeemable Preferred Stock - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Series J And Series K Preferred Stock | Equity Distribution Agreements
Class of Stock [Line Items]
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares	20,000,000
Sale of temporary equity, offering price (in dollars per share)	$ 25.00
Series J And Series K Preferred Stock | Dividend Reinvestment Plan
Class of Stock [Line Items]
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares	8,000,000
Sale of temporary equity, offering price (in dollars per share)	$ 25.00
Preferred Stock, Series J
Class of Stock [Line Items]
Sale of temporary equity, offering price (in dollars per share)	$ 25.00
Period of preferred dividends in arrears (in months)	18 months
Initial conversion/redemption price (in dollars per share)	$ 25.00
Redemption fee, percent of stated value on the original issue date	8.00%
Redemption fee, percent of stated value beginning on the second anniversary	5.00%
Redemption fee, percent of stated value beginning on the third anniversary	0.00%
Preferred Stock, Series J | Dividends Declared On Initial Closing Date
Class of Stock [Line Items]
Temporary equity, dividend rate (as a percent)	8.00%
Preferred Stock, Series J | Dividend Reinvestment Plan
Class of Stock [Line Items]
Sale of temporary equity, offering price (in dollars per share)	$ 25.00
Series K Preferred Stock
Class of Stock [Line Items]
Sale of temporary equity, offering price (in dollars per share)	$ 25.00
Redemption fee, percent of stated value on the original issue date	1.50%
Redemption fee, percent of stated value beginning on the first anniversary	0.00%
Dividend rate (in dollars per share)	$ 2.05
Dividend rate increase each year from original issuance (as a percent)	0.10%
Dividend rate, maximum percentage of stated value	8.70%
Series K Preferred Stock | Dividends Declared On Initial Closing Date
Class of Stock [Line Items]
Temporary equity, dividend rate (as a percent)	8.20%
Series K Preferred Stock | Dividend Reinvestment Plan
Class of Stock [Line Items]
Sale of temporary equity, offering price (in dollars per share)	$ 25.00

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Redeemable Preferred Stock - Summary of the Activity of Temporary Equity (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Preferred Stock, Series J
Class of Stock [Line Items]
Issuance of preferred stock (in shares)	1,073	1,487
Net proceeds	$ 24,132	$ 33,458
Redeemable preferred stock	36,224	36,224	$ 2,004
Temporary equity, accretion to redemption value, adjustment		2,108	926
Temporary equity, dividends, adjustment	$ 618	$ 751
Redemption of preferred shares (in shares)	2	2
Redemption amount, net of redemption fees	$ 53	$ 53
Series K Preferred Stock
Class of Stock [Line Items]
Issuance of preferred stock (in shares)	38	70
Net proceeds	$ 909	$ 1,696
Redeemable preferred stock	1,766	1,766	44
Temporary equity, accretion to redemption value, adjustment		71	$ 20
Temporary equity, dividends, adjustment	$ 30	$ 37

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Related Party Transactions - Narrative (for 10Q) (Details)					1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 02, 2023 USD ($)	Mar. 15, 2022 USD ($)	Jan. 27, 2022 USD ($)	Dec. 31, 2020 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2023 USD ($) hotel	Jun. 30, 2022 USD ($) hotel	Jun. 30, 2023 USD ($) hotel	Jun. 30, 2022 USD ($) hotel	Dec. 31, 2022 USD ($)	Sep. 27, 2022
Related Party Transaction [Line Items]
Write-off of premiums, loan costs and exit fees						$ 950,000	$ 971,000	$ 1,370,000	$ 1,698,000
Aggregate non-listed preferred equity offerings				$ 400,000,000
Number of hotels | hotel						100	100	100	100
Subsidiaries
Related Party Transaction [Line Items]
Number of hotel properties managed by affiliates | hotel						68		68
Number of hotels | hotel								100
Design and Construction Fees
Related Party Transaction [Line Items]
Project management fees (as a percent)								4.00%
Ashford Inc.
Related Party Transaction [Line Items]
Allocation percentage			45.00%	0.00%
Ashford Inc. | Braemar Hotels & Resorts Inc
Related Party Transaction [Line Items]
Allocation percentage			45.00%	50.00%
Ashford Inc. | Ashford Inc.
Related Party Transaction [Line Items]
Allocation percentage			10.00%	50.00%
REIT Cash Management Strategies Agreement
Related Party Transaction [Line Items]
Annual fee, average daily balance of funds											0.0020
Nonrefundable Work Fees
Related Party Transaction [Line Items]
Amount of transaction						$ 525,000		$ 525,000
Affiliated entity
Related Party Transaction [Line Items]
Related party transaction, maximum cash incentive compensation	$ 13,100,000	$ 8,500,000
Other accounts payable						8,032,000		$ 8,032,000		$ 0
Minimum | Management Fees | Management Fees
Related Party Transaction [Line Items]
Percent of gross revenue								3.00%
Ashford Inc.
Related Party Transaction [Line Items]
Amount committed			$ 18,000,000
Amount funded						153,000		$ 153,000		6,200,000
Payment for contribution					$ 6,100,000
Ashford Inc. | Other Assets
Related Party Transaction [Line Items]
Amount funded										126,000
Ashford Inc. | Due From Affiliates
Related Party Transaction [Line Items]
Amount funded										5,900,000
Ashford Inc. | Accounts Payable
Related Party Transaction [Line Items]
Amount funded						$ 1,200,000		$ 1,200,000
Ashford Inc. | Affiliated entity
Related Party Transaction [Line Items]
Percentage of base fee paid						0.90		0.90
Monthly base fee, percentage of total market capitalization						0.0583		0.0583
Minimum base fee						0.0833		0.0833
Lismore Capital | Refinancing Fee | Mortgages
Related Party Transaction [Line Items]
Amount of transaction						$ 511,000	$ 690,000	$ 906,000	$ 690,000
Lismore Capital | Subsidiaries
Related Party Transaction [Line Items]
Write-off of premiums, loan costs and exit fees							$ 0		$ 643,000
Remington Hospitality | Related Party
Related Party Transaction [Line Items]
Security deposit						$ 1,200,000		1,200,000		$ 1,200,000
Remington Hospitality | Minimum | Management Fees | Management Fees
Related Party Transaction [Line Items]
Payment of monthly property management fees								$ 16,000
Percent of gross revenue								3.00%

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Related Party Transactions - Advisory Service Fee and Reimbursed Operating Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Advisory services fee	$ 12,269	$ 12,277	$ 25,255	$ 25,663
Ashford Inc. | Affiliated entity | Base advisory fee
Related Party Transaction [Line Items]
Advisory services fee	8,249	8,613	16,718	17,348
Ashford Inc. | Affiliated entity | Reimbursable expenses
Related Party Transaction [Line Items]
Advisory services fee	3,065	2,364	6,292	4,935
Ashford Inc. | Affiliated entity | Equity-based compensation
Related Party Transaction [Line Items]
Advisory services fee	955	1,451	2,245	3,380
Ashford Inc. | Affiliated entity | Incentive fee
Related Party Transaction [Line Items]
Advisory services fee	$ 0	$ (151)	$ 0	$ 0

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Related Party Transactions - Fees Related to Property and Project Management Agreements (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Ashford Inc.
Related Party Transaction [Line Items]
Corporate, general and administrative	$ 981	$ 664	$ 1,100	$ 1,191

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Commitments and Contingencies- Narrative (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)	Dec. 20, 2016 hotel
Class Action Lawsuit, California Employment Laws
Commitment and Contingencies [Line Items]
Number of hotels in class action lawsuit | hotel		9
Loss contingency accrual	$ 0
Franchise Fees
Commitment and Contingencies [Line Items]
Franchisor royalty fees percent of gross room revenue, minimum	3.00%
Franchisor royalty fees percent of gross room revenue, maximum	6.00%
Food and beverage fees minimum (as a percent)	1.00%
Food and beverage fees maximum (as a percent)	3.00%
Marketing reservation and other fees, minimum	1.00%
Marketing reservation and other fees, maximum	4.00%
Fee multiple	3
Management Fees
Commitment and Contingencies [Line Items]
Property management fee as percentage of gross revenue, minimum	2.00%
Property management fee as percentage of gross revenue, maximum	7.00%
Minimum
Commitment and Contingencies [Line Items]
Restricted cash as percentage of property revenue	4.00%
Minimum | Management Fees | Management Fees
Commitment and Contingencies [Line Items]
Percent of gross revenue	3.00%
Minimum | Management Fees | Remington Hospitality | Management Fees
Commitment and Contingencies [Line Items]
Payment of monthly property management fees	$ 16,000
Percent of gross revenue	3.00%
Maximum
Commitment and Contingencies [Line Items]
Restricted cash as percentage of property revenue	6.00%

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Commitments and Contingencies- Summary of Franchise Fee (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Franchise fees
Commitment and Contingencies [Line Items]
Other hotel expenses	$ 17,451	$ 16,561	$ 33,063	$ 28,173

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Segment Reporting (Details)	6 Months Ended
	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	1

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Subsequent Events - Narrative (Details) - USD ($) $ in Thousands		6 Months Ended
	Jul. 14, 2023	Jun. 30, 2023	Jun. 30, 2022	Aug. 01, 2023
Subsequent Event [Line Items]
Proceeds from notes receivable		$ 0	$ 4,000
Orlando FL World Quest Resort | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Subsequent Event [Line Items]
Property, plant and equipment disposal		$ 8,000
Subsequent Event
Subsequent Event [Line Items]
Proceeds from notes receivable	$ 5,300
Subsequent Event | Orlando FL World Quest Resort | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Subsequent Event [Line Items]
Consideration for disposal				$ 14,800

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Label	Element	Value
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 559,026,000
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 691,644,000