UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): June 13, 2018

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (972) 490-9600

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 2.03 below is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On June 13, 2018, Ashford Hospitality Trust, Inc. (the “Company”), through certain wholly owned subsidiaries of its operating partnership (each a “Borrower” and, collectively, the “Borrowers”), entered into agreements relating to six separate loans (the “Loans”), each of which is secured by separate mortgage pools, with Bank of America, N.A., Barclays Bank PLC and Morgan Stanley Bank, N.A. Each Loan is structured as a mortgage loan and one or more mezzanine loans directly or indirectly secured by the corresponding hotel properties set forth on the schedule below (collectively, the “Loan Agreements”) for aggregate borrowings of approximately $1.27 billion. The Loans refinance existing loans with existing outstanding balances totaling approximately $1.07 billion.

The Loans have a weighted average interest rate of 30-day LIBOR plus 3.85%, which shall increase by 0.125% upon commencement of each of the fourth and fifth extension periods, as described below, and require monthly payments of interest only. The Loans are nonrecourse, subject to environmental and other customary recourse carve-outs that are guaranteed by Ashford Hospitality Limited Partnership, the operating partnership of the Company, and contain such events of defaults, cure periods and remedies that are customarily granted to a secured lender, including the right to accelerate the debt and foreclose on the collateral following an uncured event of default. Each Loan has an initial term of two years with five one-year extensions available at the Borrower’s option, subject to certain conditions as described in the Loan Agreements. Each Loan is prepayable at any time, subject to a spread maintenance premium on the portion of the Loan exceeding 25% of the original principal balance prepaid prior to the 18th payment date. The original principal amounts of each pool and the hotel properties directly or indirectly securing each such pool are set forth in the following table:

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The foregoing description of the Loan Agreements is qualified in its entirety by reference to the Loan Agreements, a copy of each of which is filed as Exhibits 10.1 through 10.16 to this Current Report on Form 8-K, respectively, and which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On June 15, 2018, the Company issued a press release announcing the refinancing and entry into the Loan Agreements. A copy of the press release is attached hereto as Exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 18, 2018

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