Item 8.01 Other Events.
On December 11, 2017, Ashford
Hospitality Trust, Inc. (the “Company”), Ashford Hospitality Limited Partnership (“Ashford Trust
OP”) and Ashford Hospitality Advisors LLC (“Ashford LLC”) entered into separate equity
distribution agreements with each of UBS Securities LLC, Morgan Stanley & Co. LLC, B. Riley
FBR, Inc., Robert W. Baird & Co. Incorporated, D.A. Davidson & Co., Deutsche Bank
Securities Inc. and Janney Montgomery Scott LLC, relating to the offer and sale of shares of the Company’s
common stock, par value $0.01 per share, having an aggregate offering price of up to $100 million (the
“Shares”). Effective August 4, 2020, the Company terminated the equity distribution agreements with Morgan
Stanley & Co. LLC, B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, D.A.
Davidson & Co., Deutsche Bank Securities Inc. and Janney Montgomery Scott LLC. As a result of
the termination of these agreements, no further offers or sales of the Shares will be made through Morgan
Stanley & Co. LLC, B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, D.A.
Davidson & Co., Deutsche Bank Securities Inc. and Janney Montgomery Scott LLC.
On August 6, 2020, the Company,
Ashford Trust OP and Ashford LLC entered into an amendment to the equity distribution agreement with UBS Securities LLC to
conform the representations and warranties and certain other provisions to the form of equity distribution agreement filed
as Exhibit 1.1 hereto. In addition, on August 6, 2020, the Company, Ashford Trust OP and Ashford LLC entered into an equity
distribution agreement with RBC Capital Markets, LLC (each of UBS Securities LLC and RBC Capital Markets, LLC, a “Sales
Agent” and together, the “Sales Agents”), relating
to the Shares.
Sales of the Shares, if any, may be made
in negotiated transactions, which may include block trades, or transactions that are deemed to be “at-the-market” offerings
as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales
made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange.
The Sales Agents will receive from the
Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold through it as
Sales Agent under the applicable equity distribution agreement. The Company may also sell some or all of the Shares to a Sales
Agent as principal for its own account at a price agreed upon at the time of sale.
The Shares will be issued pursuant to the
Company’s shelf registration statement on Form S-3 (Registration No. 333-220459), which initially became effective on September
28, 2017, and a prospectus supplement dated December 11, 2017, as amended by Amendment No. 1 dated August 3, 2018 and Amendment
No. 2 dated August 6, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The description of the equity distribution agreements contained
in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the form of
equity distribution agreement, which is filed as Exhibit 1.1 hereto and is incorporated by reference herein.