J. Robison Hays III - Feb 28, 2025 Form 4 Insider Report for ASHFORD HOSPITALITY TRUST INC (AHT)

Role
Director
Signature
/s/ J. Robison Hays, III
Stock symbol
AHT
Transactions as of
Feb 28, 2025
Transactions value $
$0
Form type
4
Date filed
3/4/2025, 04:36 PM
Previous filing
Jul 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AHT Common Stock 10.9K Feb 28, 2025 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AHT Performance LTIP Units (2022) Disposed to Issuer -27.5K -72.8% 10.3K Feb 28, 2025 Common Stock 10.3K $0.00 Direct F2, F4, F5
transaction AHT Performance LTIP Units (2022) Options Exercise -10.3K -100% 0 Feb 28, 2025 Common Stock 0 $0.00 Direct F4
transaction AHT Special Limited Partnership Units Options Exercise $0 +10.3K $0.00 10.3K Feb 28, 2025 Common Stock 10.3K $0.00 Direct F6, F7, F9
holding AHT Performance Stock Units (2023) 8.73K Feb 28, 2025 Common Stock 8.73K $0.00 Direct F1, F3
holding AHT Common Limited Partnership Units 468 Feb 28, 2025 Common Stock 468 $0.00 Direct F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each performance stock unit ("Performance Stock Unit") award granted in 2023 represents a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table.
F2 Represents 27,494.75 shares that were forfeited due to certain performance criteria of the 2022 Performance LTIP Unit award not being met.
F3 Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 250% of the target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2025 (with respect to the 2023 grant).
F4 Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary") subject to specified performance-based vesting criteria.
F5 Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 250% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units will generally vest on December 31, 2024. See Footnote 6 discussing the convertibility of vested LTIP Units.
F6 Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units.
F7 Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.
F8 Common Limited Partnership Units of the Subsidiary ("Common Units"). Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.
F9 Neither the Common Units nor the LTIP Units have an expiration date.
F10 Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 8 discussing the convertibility of the Common Units.