What changed in this filing

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Item 1A. Risk Factors

2026-03-12 compared with 2025-03-12 · 141 added, 84 removed, 830 unchanged (21% of the section changed)

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

• catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine and the more recent Israel-Hamas war;

• catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine, the Israel-Palestine-Iran conflict and ongoing instability in Venezuela;

• availability, terms and deployment of capital;

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• actual and potential conflicts of interest with Ashford Trust, Ashford Inc.

and its subsidiaries (including Ashford LLC, Remington Hospitality and Premier), Stirling Inc.

and our executive officers and our non-independent directors;

and its subsidiaries (including Ashford LLC, Remington Hospitality and Premier) and 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;

• our ability to complete a potential sale of the Company;

• 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 REITs;

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Any economic recession will likely have an adverse effect on our business, operating results and prospects.

Economic conditions in the United States could have a material adverse impact on our earnings and financial condition.

Our business could be adversely affected by unstable economic and political conditions within the United States and foreign jurisdictions and geopolitical conflicts, such as the conflict between Russia and Ukraine and the more recent Israel-Hamas war.

Because economic conditions in the United States may affect demand within the hospitality industry, current and future economic conditions in the United States, including slower growth, stock market volatility and recession fears, could have a material adverse impact on our earnings and financial condition.

Economic conditions may be affected by numerous factors, including but not limited to, the pace of economic growth and/or recessionary concerns, inflation, increases in the levels of unemployment, energy prices, tariffs and trade barriers, changes in currency exchange rates, uncertainty about government fiscal and tax policy, geopolitical events, the regulatory environment and the availability of credit and interest rates.

President Trump has indicated that his administration is likely to impose significant tariffs on imported goods.

The imposition of such

tariffs may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from the United States.

Economic conditions in the United States and geopolitical developments could have a material adverse impact on our earnings and financial condition.

Our business could be adversely affected by unstable economic and political conditions within the United States and foreign jurisdictions and by geopolitical conflicts, such as the conflict between Russia and Ukraine, the Israel-Palestine-Iran conflict, and other regional or international tensions, including ongoing uncertainty in Venezuela.

Because economic conditions in the United States may affect demand within the hospitality industry, current and future economic conditions in the United States, including slower economic growth, stock market volatility, heightened inflationary pressures, recessionary concerns, or reduced consumer spending could have a material adverse impact on our earnings and financial condition.

Economic conditions may be affected by numerous factors, including but not limited to, the pace of economic growth and/or recessionary pressures, inflation, increases in unemployment levels, energy prices, tariffs and trade barriers, changes in currency exchange rates, uncertainty regarding government fiscal, monetary, and tax policy, geopolitical events, regulatory developments, changes in U.S.

foreign policy and the availability and cost of credit and interest rates.

government has imposed significant tariffs on imported goods, and additional tariffs or trade restrictions may be implemented in the future.

On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”).

Following the Supreme Court’s decision, the U.S.

presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.

These measures could strain international trade relations and increase the risk that foreign governments impose retaliatory tariffs or other restrictions on goods imported from the United States.

There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended.

Such actions may lead to higher costs, supply chain disruptions, increased operational complexity and broader economic uncertainty, all of which could adversely affect our business and financial condition.

Further, periodic impasses in the U.S.

federal budget and appropriations process raise the risk of a partial or full U.S.

government shutdown.

A government shutdown could negatively impact economic conditions, consumer and business confidence, financial markets, and regulatory and administrative functions, which in turn could adversely affect us, delay government approvals or processes, and otherwise have a material adverse effect on our business, results of operations, and financial condition.

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.

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The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock and 8.25% Series D Cumulative Preferred Stock for each quarter of 2025, 2024 and 2023 and for the Company’s Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each month of 2025, 2024 and 2023.

On December 8, 2022, our board of directors increased the quarterly cash dividend from $0.01 per diluted share to $0.05 per diluted share beginning with the Company’s common stock dividend for the fourth quarter of 2022.

The Company paid a quarterly cash dividend of $0.05 per share for the Company’s common stock for each of 2025, 2024 and 2023, or $0.20 per share on an annualized basis.

On December 10, 2024, our board of directors approved the Company’s dividend policy for 2025.

The board of directors has not approved a common equity dividend policy for 2026 in light of the fact that there is an ongoing Company sale process, which could result in the Company’s assets being sold in more than one transaction with net proceeds being distributed to stockholders after satisfying the Company’s other obligations.

The approval of our dividend policy does not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof and the board of directors may decide not to pay any dividends on our common stock and/or preferred stock.

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Our business is significantly influenced by the economies and other conditions in the specific markets in which we operate, particularly in the metropolitan areas where we have high concentrations of hotels.

Our hotels are located in the Washington, D.C., San Francisco, Sarasota, Scottsdale, Seattle, Philadelphia, Chicago, Key West, Vail/Beaver Creek, Lake Tahoe, Los Angeles and St.

Our hotels are located in the Washington, D.C., Sarasota, Scottsdale, Philadelphia, Chicago, Key West, Vail/Beaver Creek, Lake Tahoe, Los Angeles, San Francisco, Puerto Rico and St.

Thomas metropolitan areas.

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Bennett, Richard J.

Stockton, Alex Rose, Deric S.

Stockton, Jim Plohg, Deric S.

Eubanks and Justin Coe, and the extent and nature of the relationships they have developed with hotel franchisors, operators, and owners and hotel lending and other financial institutions are critically important to the success of our business.

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The “G&A Ratio” will be calculated as the simple average of the ratios of total general and administrative expenses paid, less any non-cash expenses but including any dead-deal costs, in the applicable quarter by each member of a select peer group, divided by the total market capitalization of such peer group member (as provided in our advisory agreement).

Since the base management fee is subject to this minimum amount and because a portion of such fees are contingent on our performance, the

fees we pay to our Advisor may fluctuate over time.

Since the base management fee is subject to this minimum amount and because a portion of such fees are contingent on our performance, the fees we pay to our Advisor may fluctuate over time.

However, regardless of our advisor’s performance, the total amount of fees and reimbursements paid to our Advisor as a percentage of market capitalization will never be less than the average of internalized expenses of our industry peers (as provided in our advisory agreement), and there may be times when the total amount of fees and incentives paid to our Advisor greatly exceeds the average of internalized expenses of our industry peers.

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Similarly, we are required to make minimum base hotel management fee payments under our hotel management agreements with Remington Hospitality, a subsidiary of Ashford Inc., which must be paid even if revenues at our hotels decline significantly.”

Our business strategy depends on acquiring additional hotel properties on attractive terms and the failure to do so or to otherwise manage our planned growth successfully may adversely affect our business and operating results.

We intend to acquire additional hotel properties in the future.

We face significant competition for attractive investment opportunities from other well-capitalized investors, some of which have greater financial resources and greater access to debt and equity capital than we have.

If we acquire additional hotel properties, we face significant competition for attractive investment opportunities from other well-capitalized investors.

If we acquire additional hotel properties, we face significant competition for attractive investment opportunities from other well-capitalized investors, some of which have greater financial resources and greater access to debt and equity capital than we have.

This competition increases as investments in real estate become increasingly attractive relative to other forms of investment.

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If we do identify an appropriate acquisition candidate, we may not be able to successfully negotiate the terms of the acquisition.

In addition, we expect to finance future acquisitions through a combination of the use of retained cash flows, property-level debt, and offerings of equity and debt securities, which may result in additional leverage or dilution to our stockholders.

In addition, we would expect to finance any future acquisitions through a combination of the use of retained cash flows, property-level debt, and offerings of equity and debt securities, which may result in additional leverage or dilution to our stockholders.

Any delay or failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate such acquisitions could materially impede our growth.

In addition, we expect to compete to sell hotel properties.

Availability of capital, the number of hotel properties available for sale and market conditions, all affect prices.

In addition, if we were to sell hotel properties, availability of capital, the number of hotel properties available for sale and market conditions, all affect prices.

We may not be able to sell hotel assets at our targeted price.

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Our joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturers.

We own interests in one hotel through a joint venture and we do not have sole decision-making authority regarding this property.

We own an interest in a joint venture and we do not have sole decision-making authority regarding this joint venture.

In addition, we may continue to co-invest with third parties through partnerships, joint ventures or other entities, acquiring controlling or noncontrolling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity.

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Such investments may also have the potential risk of impasses on decisions, such as a sale, budgets, or financing, because neither we nor the partner or co-venturer have full control over the partnership or joint venture.

Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business.

Disputes between us and partners or co-venturers may result

in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business.

Consequently, actions by, or disputes with, partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk.

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We do not have any employees.

We contractually engage hotel managers, such as Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, Hyatt, Accor and our affiliate, Remington Hospitality, which is owned by Ashford Inc., to operate, and to employ the personnel required to operate, our hotels.

We contractually engage hotel managers, such as Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, Hyatt, and our affiliate, Remington Hospitality, which is owned by Ashford Inc., to operate, and to employ the personnel required to operate, our hotels.

Each hotel manager is required under the applicable hotel management agreement to determine appropriate staffing levels;

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One of those conditions is that the TRS must hire, to manage the hotels, an “eligible independent contractor” (“EIC”) that is actively engaged in the trade or business of managing hotels for parties other than the REIT.

An EIC cannot (i) own more than 35% of the REIT, (ii) be owned more than 35% by persons owning more than 35% of the REIT, or

(iii) provide any income to the REIT (i.e., the EIC cannot pay fees to the REIT, and the REIT cannot own any debt or equity securities of the EIC).

An EIC cannot (i) own more than 35% of the REIT, (ii) be owned more than 35% by persons owning more than 35% of the REIT, or (iii) provide any income to the REIT (i.e., the EIC cannot pay fees to the REIT, and the REIT cannot own any debt or equity securities of the EIC).

Accordingly, while we may lease hotels to a TRS that we own, the TRS must engage a third-party operator to manage the hotels.

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We are parties to hotel management agreements under which unaffiliated third-party hotel managers manage our hotels.

We have also entered into a master hotel management agreement with Remington Hospitality, a subsidiary of Ashford Inc., pursuant to which Remington Hospitality currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville and the Cameo Beverly Hills.

We do not supervise any of the hotel managers or their respective personnel on a day-to-day basis.

From time to time, disputes may arise between us and our third-party managers regarding their performance or compliance with the terms of the hotel management agreements, which in turn could adversely affect us and we could incur liabilities resulting from loss or injury to our property or to persons at our properties.

If we are unable to resolve such disputes through discussions and negotiations, we may choose to terminate our management agreement, litigate the dispute or submit the matter to third-party dispute resolution, the expense of which may be material and the outcome of which may harm our business, operating results or prospects.

If we are unable to resolve such disputes through discussions and negotiations, we may choose to terminate our management agreement,

litigate the dispute or submit the matter to third-party dispute resolution, the expense of which may be material and the outcome of which may harm our business, operating results or prospects.

Our management agreements could adversely affect our ability to sell or finance our hotel properties.

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When we enter into or acquire properties subject to any such management agreements, we may be precluded from taking actions that we believe to be in our best interest and could incur substantial expense as a result.

Eight of our hotels currently operate under Marriott or Hilton brands;

Seven of our hotels currently operate under Marriott or Hilton brands;

therefore, we are subject to risks associated with concentrating our portfolio in just two brand families.

Eight of our 15 hotels utilize brands owned by Marriott (or its affiliates) or Hilton (or its affiliates).

Seven of our 13 hotels utilize brands owned by Marriott (or its affiliates) or Hilton (or its affiliates).

As a result, our success is dependent in part on the continued success of Marriott and Hilton and their respective brands (or the brands of their affiliates).

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Our ability to exercise any extension options relating to our ground lease is subject to the condition that we are not in default under the terms of the ground lease at the time we exercise such options.

If we lose the right to use a hotel due to a breach or non-renewal of the ground lease, we would be unable to

derive income from such hotel and would need to purchase an interest in another hotel to attempt to replace that income, which could materially and adversely affect our business, operating results and prospects.

If we lose the right to use a hotel due to a breach or non-renewal of the ground lease, we would be unable to derive income from such hotel and would need to purchase an interest in another hotel to attempt to replace that income, which could materially and adversely affect our business, operating results and prospects.

Our ability to refinance a hotel property subject to a ground lease may be negatively impacted as the ground lease expiration date approaches.

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Furthermore, if the state or federal government seizes a hotel subject to a ground lease under its eminent domain power, we may only be entitled to a portion of any compensation awarded for the seizure.

We are increasingly dependent on information technology, and cyber-attacks, security problems or other disruption and expanding social media vehicles present new risks.

We are increasingly dependent on information technology, and cyber-attacks, security problems, artificial intelligence-related risks, or other disruption and expanding social media vehicles present new risks.

Ashford LLC and our hotel managers rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, personal identifying information, reservations, billing and operating data.

We are also increasingly exposed to risks associated with the use of artificial intelligence (“AI”) and machine learning technologies, both as tools we and/or our hotel managers may adopt to improve operations.

The collection and use of personally identifiable information is governed by federal and state laws and regulations.

Privacy and information security laws continue to evolve and may be inconsistent from one jurisdiction to another.

The regulatory landscape governing AI is also rapidly developing, with new federal and state laws, regulatory guidance, and international frameworks emerging that may impose additional compliance obligations on us.

Compliance with all such laws and regulations may increase the Company’s operating costs and adversely impact the Company’s ability to market the Company’s properties and services.

Ashford LLC and our hotel managers may purchase some of our information technology from vendors, on whom our systems will depend, and Ashford LLC relies on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential operator and other customer information.

This includes systems that may incorporate AI or machine learning capabilities, which may introduce additional risks, including algorithmic errors, biased outputs, unintended data exposure, or vulnerabilities that could be exploited by third parties.

We depend upon the secure transmission of this information over public networks.

Ashford LLC’s and hotel managers’ networks and storage applications could be subject to unauthorized access by hackers or others through cyber-attacks, which are rapidly evolving and becoming increasingly sophisticated, or by other means, or may be breached due to operator error, malfeasance or other system disruptions.

Ashford LLC’s and hotel managers’ networks and storage applications could be subject to unauthorized access by hackers or others through cyber-attacks, which are rapidly evolving and becoming increasingly sophisticated, including through the use of AI-enabled tools that allow malicious actors to identify vulnerabilities, automate attacks, generate convincing phishing or social engineering content, or bypass traditional security controls, or by other means, or may be breached due to operator error, malfeasance or other system disruptions.

During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain personal information.

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All systems have been restored.

Privacy and information security risks have generally increased in recent years because of the proliferation of new technologies, such as ransomware, and the increased sophistication and activities of perpetrators of cyber-attacks.

Privacy and information security risks have generally increased in recent years because of the proliferation of new technologies, such as ransomware and AI-powered attack tools, and the increased sophistication and activities of perpetrators of cyber-attacks.

Further, there has been a surge in widespread cyber-attacks during and since the COVID-19 pandemic, and the use of remote work environments and virtual platforms may increase our risk of cyber-attack or data security breaches.

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In the future, Ashford LLC may expend additional resources on our behalf to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities.

Despite these steps, there can be no assurance that we will not suffer a significant data security incident in the future, that unauthorized parties will not gain access to sensitive data stored on our systems or that any such incident will be discovered in a timely manner.

In addition, the use of social media could cause us to suffer brand damage or information leakage.

We may also incur costs related to evaluating, adopting, or monitoring AI technologies and ensuring their responsible use in compliance with applicable law.

Despite these steps, there can be no assurance that we will not suffer a significant data security incident in the future, that unauthorized parties will not gain access to sensitive data stored on our systems, that AI systems we or our vendors use will perform as intended without error or bias, or that any such incident will be discovered in a timely manner.

In addition, the use of social media or AI technologies could cause us to suffer brand damage or information leakage.

Negative posts or comments about us, our hotel managers or our hotels on any social networking website could damage our or our hotels’ reputations.

In addition, employees or others might disclose non-public sensitive information relating to our business through external media channels.

The continuing evolution of social media will present us with new challenges and risks.

In addition, employees or others might disclose non-public sensitive information relating to our business through external media channels or inadvertently through the use of AI tools.

The continuing evolution of social media and AI will present us with new challenges and risks.

We may experience losses caused by severe weather conditions or natural disasters.

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We believe that our properties are adequately insured, consistent with industry standards, to cover reasonably anticipated losses that may be caused by hurricanes, earthquakes, tornados, floods, fires and other severe weather conditions and natural disasters.

Nevertheless, we are subject to the risk that such insurance will not fully cover all losses and, depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses including but not limited to the costs associated with evacuation.

Nevertheless, we are subject to the risk that such insurance will not fully cover all losses and, depending on the

severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses including but not limited to the costs associated with evacuation.

These losses may lead to an increase in our cost of insurance, a decrease in our anticipated revenues from an affected property or a loss of all or a portion of the capital we have invested in an affected property.

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In addition, certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors.

A class action lawsuit has been filed against one of the Company’s hotel management companies alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company.

A class action lawsuit was filed against one of the Company’s hotel management companies alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company.

For more information, see “Item 3.

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Generally, our mortgage debt carries maturity dates or call dates such that the loans become due prior to their full amortization.

It may be difficult to refinance or extend the maturity of such loans on terms

acceptable to us, or at all.

It may be difficult to refinance or extend the maturity of such loans on terms acceptable to us, or at all.

These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.

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There is refinancing risk associated with our debt.

We finance our long-term growth and liquidity needs with, among other things, secured and unsecured debt financings having staggered maturities, and use variable-rate debt or a mix of fixed and variable-rate debt as appropriate based on favorable interest rates, principal amortization and other terms.

favorable interest rates, principal amortization and other terms.

If we do not have sufficient funds to repay the debt at the maturity of these loans, we will need to refinance this debt.

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In addition each of our officers, other than Mr.

Richard Stockton, and one of our directors serve as officers and/or directors of Ashford Trust.

Stockton, and one of our directors serve as officers and/or directors of Ashford Trust.

Furthermore, Mr.

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Conflicts of interest with Remington Hospitality and Premier, each of which is a subsidiary of Ashford Inc., could result in our management acting other than in our stockholders’ best interest.

Remington Hospitality, a subsidiary of Ashford Inc., currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville and Cameo Beverly Hills.

Remington Hospitality, a subsidiary of Ashford Inc., currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville, Cameo Beverly Hills, and Sofitel Chicago Magnificent Mile.

We expect Remington Hospitality will manage certain of the hotels we acquire in the future.

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We expect Premier will also provide design and construction services to us in the future.

Conflicts of interest in general and

specifically relating to Remington Hospitality and Premier may lead to management decisions that are not in our stockholders’ best interest.

Conflicts of interest in general and specifically relating to Remington Hospitality and Premier may lead to management decisions that are not in our stockholders’ best interest.

As of December 31, 2025, Mr.

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Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,573,359 shares of Ashford Inc.

common stock, which if converted as of December 31, 2024 would have increased the Bennetts’ ownership interest in Ashford Inc.

common stock, which if converted as of December 31, 2025 would have increased the Bennetts’ ownership

interest in Ashford Inc.

The 18,758,600 shares of Series D Convertible Preferred Stock owned by Mr.

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include 360,000 shares owned by trusts.

Additionally, Mr.

Bennett acquired the right to direct votes, effective March 25, 2025, and as of December 31, 2025, those rights represented approximately 551,000 common shares.

We have entered into a hotel management MEA and a master hotel management agreement with Remington Hospitality and a project management MEA and master project management agreement with Premier.

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If we reject the opportunity, Remington Hospitality may then pursue such investment opportunity, subject to a right of first refusal in favor of Ashford Trust pursuant to an existing agreement between Ashford Trust and Remington Hospitality, on materially the same terms and conditions as offered to us.

If we reject such an investment opportunity, either

Ashford Trust or Remington Hospitality could pursue the opportunity and compete with us.

If we reject such an investment opportunity, either Ashford Trust or Remington Hospitality could pursue the opportunity and compete with us.

In such a case, Mr.

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Our conflicts of interest policy may not adequately address all of the conflicts of interest that may arise with respect to our activities.

We have adopted a conflicts of interest policy to address specifically some of the conflicts relating to our activities which requires the approval of a majority of our disinterested directors to approve any transaction, agreement or relationship in which any of our directors or officers, Ashford LLC or its employees, Ashford Trust or Stirling Inc.

has an interest.

In connection with this policy, our board of directors has established a Related Party Transactions Committee (consisting of Mr.

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Particularly following periods of volatility in the overall market or declines in the market price of the company’s securities, REITs, including us, have been targets of stockholder litigation, stockholder director nominations and stockholder proposals by dissident stockholders that allege conflicts of interest in business dealings with affiliated and related persons and entities.

Our relationships with Ashford LLC, Ashford Inc., Ashford Trust, Stirling Inc., the other businesses and entities to which Ashford LLC and Ashford Inc.

Our relationships with Ashford LLC, Ashford Inc., Ashford Trust, the other businesses and entities to which Ashford LLC and Ashford Inc.

provide management or other services, Mr.

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A typical office property, for example, has long-term leases with third-party tenants, which provides a relatively stable long-term stream of revenue.

Hotels, on the other hand, generate revenue from guests that typically stay at the hotel for only a few nights, which causes the room rate and occupancy levels at each of our hotels to change every day, and results in earnings that can be highly volatile.

Hotels, on the other hand, generate revenue from

guests that typically stay at the hotel for only a few nights, which causes the room rate and occupancy levels at each of our hotels to change every day, and results in earnings that can be highly volatile.

In addition, our hotels are subject to various operating risks common to the hotel industry, many of which are beyond our control, and are discussed in more detail below.

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This seasonality can cause quarterly fluctuations in our financial condition and operating results, including in the amount available for distributions on our common stock.

Our quarterly operating results may be adversely affected by factors outside our control, including weather conditions and poor economic factors in certain markets in which we operate.

Our quarterly operating results may

be adversely affected by factors outside our control, including weather conditions and poor economic factors in certain markets in which we operate.

Our cash flows may not be sufficient to offset any shortfalls that occur as a result of these fluctuations.

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Our managers, including Remington Hospitality and unaffiliated third-party managers, are responsible for hiring and maintaining the labor force at each of our hotels.

Although we do not directly employ or manage employees at our hotels, we still are subject to many of the costs and risks generally associated with the hotel labor force, particularly at those hotels with unionized labor.

unionized labor.

From time to time, hotel operations may be disrupted as a result of strikes, lockouts, public demonstrations or other negative actions and publicity.

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In addition, our hotel properties may be subject to environmental liabilities.

operator of real property can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property.

An owner or operator of real property can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property.

We may face liability regardless of:

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Such changes may put us at a competitive disadvantage compared to some of our major competitors, to the extent we are unable to pass the tax costs through to our customers.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law, with tax provisions primarily focused on implementing a 15% corporate alternative minimum tax on global adjusted financial statement income and a 1% excise tax on share repurchases.

The IRA also created a number of potentially beneficial tax credits to incentivize investments in certain technologies and industries.

Certain provisions of the IRA became effective in fiscal 2023 and the Treasury Department and IRS have announced their intentions to continue to release and finalize regulations and other guidance implementing the IRA in fiscal 2024.

The IRA has not had a material negative impact on our business.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company does not expect the OBBBA to have a material impact on the consolidated financial statements for the year ending December 31, 2025 and will continue to monitor its impacts.

Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

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government or an award of damages to private litigants, or both.

In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes, and other land use regulations as they may be adopted by governmental agencies and bodies and become

applicable to our properties.

Any requirement to make substantial modifications to our hotel properties, whether to comply with the ADA or other changes in governmental rules and regulations, could be costly.

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We maintain property and casualty insurance with respect to our hotel properties and other insurance, in each case, with loss limits and coverage thresholds deemed reasonable by our management team (and to satisfy the requirements of lenders and franchisors).

In doing so, we make decisions with respect to what deductibles, policy limits, and terms are reasonable based on management’s experience, our risk profile, the loss history of our hotel managers and our properties, the nature of our properties and our businesses, our loss prevention efforts, and the cost of insurance.

In doing so, we make decisions with respect to what deductibles, policy limits, and terms are reasonable based on

management’s experience, our risk profile, the loss history of our hotel managers and our properties, the nature of our properties and our businesses, our loss prevention efforts, and the cost of insurance.

Various types of catastrophic losses may not be insurable or may not be economically insurable.

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Our investment portfolio will likely contain investments concentrated in a single industry and will not be fully diversified.

We hold an investment in OpenKey, which operates in the lodging industry.

To the extent we seek additional investments, we would expect that they will generally be in lodging-related entities.

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Our charter’s constructive ownership rules are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be deemed to be constructively owned by one individual or entity.

As a result, the acquisition of less than 9.8% of our common stock by an individual or entity could nevertheless cause that individual or entity to own constructively in excess of 9.8% of the outstanding common stock, and thus be subject to our charter’s ownership limit.

As a result, the acquisition of less than 9.8% of our common stock by an individual or entity could nevertheless cause that individual or entity

to own constructively in excess of 9.8% of the outstanding common stock, and thus be subject to our charter’s ownership limit.

Any attempt to own or transfer shares of our common stock in excess of the ownership limit without the consent of our board of directors will be void, and could result in the shares being automatically transferred to a charitable trust.

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These provisions include:

• “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose special stockholder voting requirements on these business combinations, unless certain fair price requirements set forth in the MGCL are satisfied;

of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose special stockholder voting requirements on these business combinations, unless certain fair price requirements set forth in the MGCL are satisfied;

• “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

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Accordingly, we may issue up to an additional 181,320,682 shares of common stock and 62,411,334 shares of preferred stock.

Future issuances of common stock or preferred stock, including through our “at-the-market” equity offering program, our SEDA (as defined below), the issuance of Series E Preferred Stock and Series M Preferred Stock (for which we have an effective registration statement on file with the SEC) and privately negotiated exchange agreements with holders of our preferred stock in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), could decrease the relative voting power of our common stock or preferred stock and may cause substantial dilution in the ownership percentage of our then existing holders of common or preferred stock.

We may value any common stock or preferred stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of reducing investors’ relative voting power and/or diluting the net tangible book value of the shares held by our stockholders, and might have an adverse effect on any trading market for our securities.

Our board of directors may designate the rights, terms and preferences of our authorized but unissued common shares or preferred shares at its discretion, including conversion and voting preferences without stockholder approval.

Risks Related to Our Status as a REIT

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Our TRSs are subject to federal, state and local income tax on their taxable income, which consists of the revenues from the hotel properties leased by our TRS lessees, or, in the case of The Ritz-Carlton St.

Thomas hotel, owned by our TRS, net of the operating expenses for such hotel properties and, in the case of hotel properties leased by our TRS lessees, rent payments to

Thomas hotel, owned by our TRS, net of the operating expenses for such hotel properties and, in the case of hotel properties leased by our TRS lessees, rent payments to us.

Accordingly, although our ownership of our TRS allows us to participate in the operating income from our hotel properties in addition to receiving rent, the net operating income is fully subject to income tax.

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In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation.

The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Finally the 100% excise tax also applies to the underpricing of services by a TRS to its parent REIT in contexts where the services are unrelated to services for REIT tenants.

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If our hotel managers, including Ashford Hospitality Services LLC (“AHS”) and its subsidiaries (including Remington Hospitality), do not qualify as “eligible independent contractors,” we would fail to qualify as a REIT.

Each of the hotel management companies that enters into a management contract with our TRS lessees must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by our TRS lessees to be qualifying income for our REIT

income test requirements.

Among other requirements, in order to qualify as an eligible independent contractor a manager must not own more than 35% of our outstanding shares (by value) and no person or group of persons can own more than 35% of our outstanding shares and the ownership interests of the manager, taking into account only owners of more than 5% of our shares and, with respect to ownership interests in such managers that are publicly-traded, only holders of more than 5% of such ownership interests.

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The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.

In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our total assets can be represented by certain publicly offered REIT debt instruments.

by securities of one or more TRSs and no more than 25% of the value of our total assets can be represented by certain publicly offered REIT debt instruments.

If we fail to comply with these requirements at the end of any calendar quarter, we must correct such failure within 30 days after the end of the calendar quarter to avoid losing our REIT status and suffering adverse tax consequences.

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The prohibited transactions tax may limit our ability to dispose of our properties.

A REIT’s net income from prohibited transactions is subject to a 100% tax.

In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.

We may be subject to the prohibited transaction tax equal to 100% of net gain upon a disposition of real property.

We may not be able to comply with the safe harbor to the characterization of the sale of real property by a REIT as a prohibited transaction.

Consequently, we may choose not to engage in certain sales of our properties or we may conduct such sales through our TRS, which would be subject to federal and state income taxation.

The sale of one or more of our properties may be considered a prohibited transaction under the Code.

Any “inventory-like” sales or dealer sales could be considered such a prohibited transaction.

If we are deemed to have engaged in a “prohibited transaction” (i.e., sale of a property held by us primarily for sale in the ordinary course of our trade or business), all net gain that we derive from such sale would be subject to a 100% penalty tax.

The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% penalty tax.

The principal requirements of the safe harbor are that:

(i) the REIT must hold the applicable property for not less than two years for the production of rental income prior to its sale;

(ii) the aggregate expenditures made by the REIT, or any partner of the REIT, during the two-year period preceding the date of sale which are includible in the basis of the property do not exceed 30% of the net selling price of the property;

and (iii) property sales by the REIT during the particular tax year satisfy at least one of the following thresholds:

(a) not more than seven sales during the year (treating the sale of multiple properties to the same buyer in a single transaction as a single sale for this

(b) sales in the current year do not exceed 10% of the REIT’s assets as of the beginning of the year (as measured by either fair market value or tax basis);

or (c) sales in the current year do not exceed 20% of the REIT’s assets as of the beginning of the year, and sales over a three-year period do not exceed, on average, 10% per annum of the REIT’s assets, in each case as measured by either fair market value or tax basis.

If we desire to sell a property pursuant to a transaction that does not satisfy the safe harbor, we may be able to avoid the prohibited transaction tax if we hold and sell the property through a TRS.

In that case, any gain would be taxable to the TRS at regular corporate income tax rates.

We may decide to forego the use of a TRS in a transaction that does not meet the safe harbor based our own internal analysis, or on the advice our tax advisors that the disposition should not be subject to the prohibited transaction tax.

In cases where a property disposition is not effected through a TRS, the IRS could assert that the disposition constitutes a prohibited transaction.

We believe based upon the facts and circumstances of the sales of our properties that such sales should not be treated as prohibited transactions.

There can be no assurance, however, that the IRS will not successfully assert that sales of our properties are prohibited transactions.

If such an assertion were successful, all of the net gain from the sale of the property will be payable as a penalty tax which will have a negative impact on cash flow and the ability to make cash distributions.

In addition, we may defer the sale of certain properties in order to reduce the likelihood that a sale would be treated as a prohibited transaction.

Finally, we may sell one or more of our properties pursuant to an adopted plan of liquidation.

Depending on the applicable facts and circumstances, such sales might not be treated as prohibited transactions.

There can be no assurance, however, that the IRS will not successfully assert that sales of our properties pursuant to an adopted plan of liquidation are prohibited transactions.

If such an assertion were successful, all of the net gain from the sale of the properties will be payable as a penalty tax which will have a negative impact on cash flow and the ability to make cash distributions.

The ability of our board of directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.

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Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, its share of our operating partnership’s income.

The IRS could challenge the status of our operating partnership or any other subsidiary partnership in which we own an interest as a partnership for U.S.

IRS could challenge the status of our operating partnership or any other subsidiary partnership in which we own an interest as a partnership for U.S.

federal income tax purposes, and a court could sustain such a challenge.

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The specific timing, manner, price, amount and other terms of the repurchases, if any, will be at management’s discretion and will depend on market conditions, corporate and regulatory requirements and other factors.

We are not required to repurchase shares under the repurchase program, and the board of directors may modify, suspend or terminate the repurchase program at any time for any reason.

are not required to repurchase shares under the repurchase program, and the board of directors may modify, suspend or terminate the repurchase program at any time for any reason.

As of March 9, 2026, we have not repurchased any shares of our common stock under the current $50.0 million repurchase authorization.

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If we curtail our repurchase program, our stock price may be negatively affected.

Risks Related to a Potential Strategic Transaction

There can be no assurance that the Company’s strategic process will result in a completed transaction, and the failure to complete a sale transaction could adversely affect our business, financial condition, and stock price.

The board of directors is exploring potential strategic alternatives, including a potential sale of the Company or one or more potential transactions involving the sale of individual assets.

However, there can be no assurance that the strategic process will result in a transaction of any kind.

The outcome of the process will depend on many factors beyond our control, including the availability of interested buyers for the Company as a whole or for individual assets, the state of the capital markets, macroeconomic and industry conditions, and the ability to negotiate mutually acceptable terms.

Macroeconomic conditions and market volatility could cause actual results to differ materially from those anticipated in connection with a potential transaction.

If a transaction, whether a sale of the entire Company or a sale of individual assets, is not completed, we may have incurred significant costs, including advisory, legal, and other fees, without realizing any corresponding benefit.

In addition, the failure to complete a transaction, or uncertainty about whether or when a transaction may be completed, could negatively affect investor sentiment, cause volatility in our stock price, and adversely affect our business, operating results, liquidity, and financial condition.

We can give no assurance that the strategic process will result in a definitive agreement or a completed transaction, whether involving the entire Company or individual assets, on terms favorable to stockholders, or at all.

The Company’s strategic process could be lengthy and could divert management attention and resources, which could adversely affect our operating performance.

The strategic process may require a significant commitment of time and resources from our management team.

Conducting a process to evaluate a potential sale of the Company or a series of transactions involving the sale of individual assets requires our management team to devote a significant amount of time to the potential sales process, which diverts management attention from our operating performance.

Moreover, turbulent market conditions and engaging with multiple bidders, whether for the Company as a whole or for individual assets, might make it difficult to run an efficient process.

The pendency of a strategic process could also make it more difficult to retain key personnel and could create uncertainty that adversely affects our relationships with employees, hotel managers, franchisors, lenders, and other business partners.

Any of these factors could negatively affect our operating results and financial condition, regardless of whether a transaction is ultimately completed.

Even if a transaction is announced, it may be subject to conditions that are outside our control, and there can be no assurance that an announced transaction will be completed on the expected terms or at all.

Even if we enter into a definitive agreement with respect to a sale of the Company or one or more transactions involving the sale of individual assets, the completion of any such transaction would likely be subject to a number of conditions, many of which would be outside our control.

These conditions may include, among others, the receipt of required regulatory approvals, third-party consents (including from hotel managers, franchisors, and lenders), financing availability for the acquirer, and satisfaction of other customary closing conditions.

In the case of individual asset sales, additional consents or approvals specific to the assets being sold may also be required.

The availability, terms, and deployment of capital are factors that could cause actual results to differ materially from our expectations, and constrained capital markets could impair a prospective buyer's ability to secure acquisition financing, whether for the Company as a whole or for individual assets.

Constrained credit environments may make refinancing or transaction financing difficult and may force parties to seek unfavorable alternatives.

If any condition to a definitive agreement is not satisfied or waived, or if a transaction is abandoned after announcement, we may face significant adverse consequences, including a decline in our stock price, reputational harm, disruption to our business, and significant costs incurred in connection with the failed transaction.

The Company’s strategic process and any resulting transaction could cause volatility in our stock price, give rise to stockholder activism or litigation, and result in significant costs.

The market price of our common stock may be volatile, and many factors, including speculation in the press or the investment community and general market and economic conditions, could cause significant fluctuations in our stock price.

The announcement or pendency of a strategic process, including any potential sale of the Company or one or more transactions involving the sale of individual assets, including uncertainty about the terms, timing, or likelihood of a transaction, could increase stock price volatility.

The potential for conflicts of interest in our management structure may also provoke dissident stockholder activity, and responding to activist investors can be costly, time-consuming, and disruptive to our operations.

We may be subject to litigation in connection with the strategic process or any resulting transaction, including in connection with any individual asset sales, which may result in significant defense costs, settlements, fines, or judgments, as well as negative publicity, and could adversely affect our financial condition, operating results, cash flow, and the trading price of our common stock.

Any such litigation could also delay or prevent completion of a transaction.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors