EX-99.1 2 ahtlakewayproformas.htm EX-99.1

EXHIBIT 99.1

On May 19, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 168-room Lakeway Resort and Spa located in Austin, Texas (“Lakeway”) for total consideration of approximately $37.2 million in cash, net of selling expenses. Additionally, the Company paid approximately $36.3 million to the mortgage lender. The mortgage loan is secured by 16 hotels including Lakeway.

The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2026, and for the year ended December 31, 2025, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on March 31, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the three months ended March 31, 2026, assumes the disposition closed on January 1, 2025. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of Lakeway and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain and the related tax effects resulting from the disposition of Lakeway are preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2026

(in thousands, except share and per share amounts) 

			Ashford Trust Consolidated Historical (A)						Lakeway (B)						Adjustments						Ashford Trust Consolidated Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)			$	2,617,922					$	—					$	—					$	2,617,922
Accumulated depreciation ($(6,594) attributable to VIEs)			(810,924)						—						—						(810,924)
Investments in hotel properties, net ($76,193 attributable to VIEs)			1,806,998						—						—						1,806,998
Contract asset			335,979						—						—						335,979
Cash and cash equivalents ($1,011 attributable to VIEs)			78,042						—						37,238			(C) (i)			77,436
															(1,534)			(C) (i)
															(36,310)			(C) (ii)
Restricted cash ($4,203 attributable to VIEs)			141,203						—						—						141,203
Accounts receivable ($170 attributable to VIEs), net of allowance of $435			43,426						—						—						43,426
Inventories ($34 attributable to VIEs)			3,106						—						—						3,106
Notes receivable, net			12,486						—						—						12,486
Investments in unconsolidated entities			7,063						—						—						7,063
Deferred costs, net ($79 attributable to VIEs)			1,210						—						—						1,210
Derivative assets			1,212						—						—						1,212
Operating lease right-of-use assets			41,035						—						—						41,035
Prepaid expenses and other assets ($153 attributable to VIEs)			53,235						—						—						53,235
Due from third-party hotel managers			24,535						—						—						24,535
Assets held for sale			55,779						22,656						—						33,123
Total assets			$	2,605,309					$	22,656					$	(606)					$	2,582,047
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,910 attributable to VIEs)			$	2,287,163					$	—					$	(3,308)		(C) (ii)			$	2,283,855
Debt associated with hotels in receivership			252,000						—						—						252,000
Finance lease liability			17,417						—						—						17,417
Accounts payable and accrued expenses ($15,427 attributable to VIEs)			140,837						—						—						140,837
Accrued interest payable ($151 attributable to VIEs)			31,787						—						—						31,787
Accrued interest associated with hotels in receivership			83,979						—						—						83,979
Dividends and distributions payable			4,247						—						—						4,247
Due to Ashford Inc., net			65,638						—						—						65,638
Due to related parties, net ($3,517 attributable to VIEs)			12,319						—						—						12,319
Due to third-party hotel managers			1,306						—						—						1,306
Operating lease liabilities			44,042						—						—						44,042
Other liabilities ($28,919 attributable to VIEs)			36,695						—						—						36,695
Liabilities related to assets held for sale			66,613						34,555						—						32,058
Total liabilities			3,044,043						34,555						(3,308)						3,006,180
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership			19,945						—						—						19,945
Series J Redeemable Preferred Stock, $0.01 par value, 7,684,197 shares issued and outstanding at March 31, 2026			183,655						—						—						183,655
Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at March 31, 2026			18,591						—						—						18,591
Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at March 31, 2026			5,547						—						—						5,547
Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at March 31, 2026			13,831						—						—						13,831
Equity (deficit):
Preferred stock, $0.01 par value, 55,000,000 shares authorized:
Series D Cumulative Preferred Stock, 1,111,127 shares issued and outstanding at March 31, 2026			11						—						—						11
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at March 31, 2026			10						—						—						10
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at March 31, 2026			15						—						—						15
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at March 31, 2026			10						—						—						10
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at March 31, 2026			11						—						—						11
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,491 shares issued and outstanding at March 31, 2026			65						—						—						65
Additional paid-in capital			2,402,044						(11,899)						21,898			(C) (i)			2,402,044
															(1,534)			(C) (i)
															(32,263)			(C) (ii)
Accumulated deficit			(3,097,325)						—						15,340			(C) (i)			(3,082,724)
															(739)			(C) (ii)
Total stockholders’ equity (deficit) of the Company			(695,159)						(11,899)						2,702						(680,558)
Noncontrolling interest in consolidated entities			14,856						—						—						14,856
Total equity (deficit)			(680,303)						(11,899)						2,702						(665,702)
Total liabilities and equity/deficit			$	2,605,309					$	22,656					$	(606)					$	2,582,047

See accompanying notes.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)Represents the historical consolidated balance sheet of Ashford Trust as of March 31, 2026, as reported in its Quarterly Report on Form 10-Q, filed on May 14, 2026.

(B)Represents the removal of the historical balance sheet of Lakeway as of March 31, 2026.

(C)Represents adjustments for Ashford Trust’s disposition of Lakeway as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $37.2 million, net of selling expenses and cash paid for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Lakeway.

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2025

(in thousands, except per share amounts)

			Ashford Trust Consolidated Historical (A)						Lakeway (B)						Adjustments																								Ashford Trust Consolidated Pro Forma
REVENUE
Rooms			$	825,623					$	6,371					$	—																							$	819,252
Food and beverage			207,588						5,217						—																								202,371
Other hotel revenue			69,643						1,971						—																								67,672
Total hotel revenue			1,102,854						13,559						—																								1,089,295
Other			1,534						—						—																								1,534
Total revenue			1,104,388						13,559						—																								1,090,829
EXPENSES
Hotel operating expenses:
Rooms			198,106						1,763						—																								196,343
Food and beverage			139,828						3,363						—																								136,465
Other expenses			392,070						5,058						—																								387,012
Management fees			38,264						400						—																								37,864
Total hotel expenses			768,268						10,584						—																								757,684
Property taxes, insurance and other			59,793						480						—																								59,313
Depreciation and amortization			141,295						1,550						—																								139,745
Impairment charges			67,648						—						—																								67,648
Advisory services fee			49,039						—						—																								49,039
Corporate, general and administrative			20,783						—						—																								20,783
Total operating expenses			1,106,826						12,614						—																								1,094,212
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties			79,799						—						15,340																					(C) (i)			95,139
Gain (loss) on derecognition of assets			39,054						—						—																								39,054
OPERATING INCOME (LOSS)			116,415						945						15,340																								130,810
Equity in earnings (loss) of unconsolidated entities			(325)						—						—																								(325)
Interest income			4,739						—						—																								4,739
Interest expense and amortization of discounts and loan costs			(256,229)						(3,375)						—																								(252,854)
Interest expense associated with hotels in receivership			(39,038)						—						—																								(39,038)
Write-off of premiums, loan costs and exit fees			(8,853)						(135)						(739)																					(C) (ii)			(9,457)
Gain (loss) on extinguishment of debt			335						—						—																								335
Realized and unrealized gain (loss) on derivatives			(5,346)						—						—																								(5,346)
INCOME (LOSS) BEFORE INCOME TAXES			(188,302)						(2,565)						14,601																								(171,136)
Income tax (expense) benefit			143						—						—																								143
NET INCOME (LOSS)			(188,159)						(2,565)						14,601																								(170,993)
(Income) loss attributable to noncontrolling interest in consolidated entities			5,058						—						—																								5,058
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			3,262						—						(245)																					(C) (iv)			3,017
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			(179,839)						(2,565)						14,356																								(162,918)
Preferred dividends			(28,216)						—						—																								(28,216)
Deemed dividends on redeemable preferred stock			(6,949)						—						—																								(6,949)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(215,004)					$	(2,565)					$	14,356																							$	(198,083)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders			$	(35.99)																																			$	(33.16)
Weighted average common shares outstanding—basic			5,974																																				5,974
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders			$	(35.99)																																			$	(33.16)
Weighted average common shares outstanding—diluted			5,974																																				5,974

See accompanying notes.

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2026

(in thousands, except per share amounts)

			Ashford Trust Consolidated Historical (A)						Lakeway (B)												Adjustments						Ashford Trust Consolidated Pro Forma
REVENUE
Rooms			$	200,025					$	1,276											$	—					$	198,749
Food and beverage			51,570						1,203												—						50,367
Other hotel revenue			15,983						377												—						15,606
Total hotel revenue			267,578						2,856												—						264,722
Other			154						—												—						154
Total revenue			267,732						2,856												—						264,876
EXPENSES
Hotel operating expenses:
Rooms			46,190						349												—						45,841
Food and beverage			34,383						799												—						33,584
Other expenses			91,273						1,107												—						90,166
Management fees			9,284						83												—						9,201
Total hotel expenses			181,130						2,338												—						178,792
Property taxes, insurance and other			14,894						169												—						14,725
Depreciation and amortization			32,006						324												—						31,682
Impairment charges			112,649						—												—						112,649
Advisory services fee			20,023						—												—						20,023
Corporate, general and administrative			1,602						—												—						1,602
Total operating expenses			362,304						2,831												—						359,473
Gain (loss) on disposition of assets and hotel properties			100,030						—												—						100,030
Gain (loss) on derecognition of assets			7,790						—												—						7,790
OPERATING INCOME (LOSS)			13,248						25												—						13,223
Equity in earnings (loss) of unconsolidated entities			(202)						—												—						(202)
Interest income			922						—												—						922
Other income (expense)			3,223						—												—						3,223
Interest expense and amortization of discounts and loan costs			(73,554)						(873)												—						(72,681)
Interest expense associated with hotels in receivership			(7,820)						—												—						(7,820)
Write-off of premiums, loan costs and exit fees			(1,254)						—												—						(1,254)
Gain (loss) on extinguishment of debt			(25)						—												—						(25)
Realized and unrealized gain (loss) on derivatives			757						—												—						757
INCOME (LOSS) BEFORE INCOME TAXES			(64,705)						(848)												—						(63,857)
Income tax (expense) benefit			(752)						—												13			(C) (iii)			(739)
NET INCOME (LOSS)			(65,457)						(848)												13						(64,596)
(Income) loss attributable to noncontrolling interest in consolidated entities			655						—												—						655
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			1,030						—												(12)			(C) (iv)			1,018
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			(63,772)						(848)												1						(62,923)
Preferred dividends			(2,714)						—												—						(2,714)
Deemed dividends on redeemable preferred stock			(4,600)						—												—						(4,600)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(71,086)					$	(848)											$	1					$	(70,237)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders			$	(11.03)																							$	(10.90)
Weighted average common shares outstanding—basic			6,442																								6,442
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders			$	(11.03)																							$	(10.90)
Weighted average common shares outstanding—diluted			6,442																								6,442

See accompanying notes.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(A)Represents the historical consolidated statement of operations of Ashford Trust for the year ended December 31, 2025, as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 23, 2026 and the historical consolidated statement of operations of Ashford Trust for the three months ended March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 14, 2026.

(B)Represents the removal of the historical consolidated statements of operations of Lakeway for the year ended December 31, 2025 and the three months ended March 31, 2026.

(C)Represents adjustments for the Company’s sale of Lakeway, which includes: (i) the estimated non-recurring gain on the disposition of Lakeway for the year ended December 31, 2025; (ii) an adjustment for write off of loan costs; (iii) an adjustment for the estimated tax effect of the hotel no longer being part of the consolidated group for the three months ended March 31, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Lakeway, including the estimated non-recurring gain for the year ended December 31, 2025, based on an ownership percentage of 1.43% for the year ended December 31, 2025 and 1.43% for the three months ended March 31, 2026. There was no material estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2025. The pro forma gain resulting from the disposition of Lakeway is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.

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