Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-257669
Prospectus Supplement No. 6
(To Prospectus dated July 15, 2021, as amended by
Prospectus Supplement No. 1 dated July 16, 2021
Prospectus Supplement No. 2 dated July 26, 2021
Prospectus Supplement No. 3 dated July 28, 2021
Prospectus Supplement No. 4 dated August 6, 2021 and
Prospectus Supplement No. 5, dated August 16, 2021)



This is Prospectus Supplement No. 6 (this “Prospectus Supplement”) to our Prospectus, dated July 15, 2021, as amended by Prospectus Supplement No. 1, dated July 16, 2021, Prospectus Supplement No. 2, dated July 26, 2021 Prospectus Supplement No. 3, dated July 28, 2021, Prospectus Supplement No. 4, dated August 6, 2021 and Prospectus Supplement No. 5, dated August 16, 2021 (the “Prospectus”), relating to the offer and sale of up to 46,227,744 shares of common stock, par value $0.01 (“Common Stock”), of Ashford Hospitality Trust, Inc. (the “Company”), by B. Riley Principal Capital, LLC (“B. Riley”). The amount that the Company may sell to B. Riley was automatically and proportionally adjusted to 4,622,774 following the effective date of the one-for-ten reverse stock split on July 16, 2021. Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus.

We have attached to this Prospectus Supplement our current report on Form 8-K filed September 15, 2021. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.

Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 16 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is September 15, 2021.

Washington, D.C. 20549



Date of Report (date of earliest event reported): September 15, 2021

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway, Suite 1200
(Address of principal executive offices)(Zip code)

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

Not Applicable
(Former name or former address, if changed since last report)

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

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

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

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

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    
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAHTNew York Stock Exchange
Preferred Stock, Series DAHT-PDNew York Stock Exchange
Preferred Stock, Series FAHT-PFNew York Stock Exchange
Preferred Stock, Series GAHT-PGNew York Stock Exchange
Preferred Stock, Series HAHT-PHNew York Stock Exchange
Preferred Stock, Series IAHT-PINew York Stock Exchange


On September 15, 2021, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing its preliminary operating results for the month of August 2021. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.


The disclosure set forth under Items 2.02 and 9.01, including the press release attached as Exhibit 99.1, is incorporated herein by reference.


(d)    Exhibits

Exhibit Number         Description

99.1    Press Press Release of the Company, dated September 15, 2021
104    Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


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: September 15, 2021

By:/s/ Deric S. Eubanks
Deric S. Eubanks
Chief Financial Officer



Contact:Deric EubanksJordan JenningsJoseph Calabrese
Chief Financial OfficerInvestor RelationsFinancial Relations Board
(972) 490-9600(972) 778-9487(212) 827-3772


DALLAS – September 15, 2021 – Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) reported today preliminary portfolio occupancy of 61.3% for the month of August with an average daily rate (“ADR”) of approximately $153.69 resulting in RevPAR of approximately $94.16. This RevPAR result represents an approximate decrease of 11% versus July 2021 and an approximate decrease of 27% versus August 2019.
Additionally, for the month of August, Hotel Net Income was $0.9 million. Comparable Hotel EBITDA for the month of August was $18.6 million, a 30% decrease over July’s Comparable Hotel EBITDA of $26.4 million and a 44% decrease over August 2019’s Comparable Hotel EBITDA of $33.3 million.
“While the results for August were impacted by the spike in COVID-19 cases, we are optimistic that the cases seem to be flattening or declining as we moved into September.” commented Rob Hays, Ashford Trust’s President and Chief Executive Officer. “While we are seeing softness in mid-week corporate travel, we are encouraged by the continued strength in weekend leisure demand at our properties.”
We use certain non-GAAP measures, in addition to the required GAAP presentations, as we believe these measures improve the understanding of our operational results and make comparisons of operating results among peer real estate investment trusts more meaningful. Non-GAAP financial measures, which should not be relied upon as a substitute for GAAP measures, used in this press release are Hotel EBITDA. Please refer to our most recently filed Annual

Report on Form 10-K for a more detailed description of how these non-GAAP measures are calculated. The reconciliations of non-GAAP measures to the closest GAAP measures are provided below and provide further details of our results for the period being reported.
The following tables are reconciliations of the Company’s Hotel EBITDA for the months of August 2021, July 2021 and August 2019:
(in millions)

August 2021July 2021August 2019
Net income (loss)$0.9 $7.9 $15.0 
Non-property adjustments(1.0)— (2.6)
Interest expense0.5 0.5 1.7 
Amortization of loan cost0.1 0.1 0.1 
Depreciation and amortization17.5 17.6 21.2 
Non-hotel EBITDA ownership expense0.6 0.3 0.6 
Hotel EBITDA$18.6 $26.4 $36.0 
Non-comparable adjustments— — (2.7)
Comparable Hotel EBITDA$18.6 $26.4 $33.3 
The above comparable information assumes the 100 hotel properties owned and included in the Company’s operations at August 31, 2021, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include results from hotel properties disposed of during the period.

* * * * *
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.
Follow CEO Rob Hays on Twitter at or @aht_rob.
The preliminary estimated results for the months ended July 31, 2021 and August 31, 2021 included in this release, which are the responsibility of management, were prepared by the Company’s management in connection with the preparation of the Company’s financial statements and are based upon preliminary hotel operating results and a number of subjective judgements and assumptions. Additional items that may require adjustments to the Company’s preliminary estimated financial information may be identified and could result in material changes to the Company’s preliminary estimated results. The Company’s closing procedures for the months ended July 31, 2021 and August 31, 2021 are not yet complete and, as a result, the Company’s final results upon completion of the closing procedures may vary from the preliminary estimates set forth above. The Company’s independent registered public accounting firm, BDO USA, LLP, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary estimated financial information, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with,

such preliminary estimated financial information. Further, these preliminary estimated results are not a comprehensive statement or estimate of the Company’s financial condition or operating results for the months ended July 31, 2021 and August 31, 2021. These preliminary estimated results should not be viewed as a substitute for complete quarterly financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) or as a measure of the Company’s performance. In addition, the preliminary estimated financial information is not necessarily indicative of the results to be achieved for any future period. Accordingly, investors are cautioned not to place undue reliance on this preliminary estimated financial information. See the information below under the heading “Forward-Looking Statements” and “Risk Factors” and “Management’s Discussion of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Forward-Looking Statements

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Trust’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: the impact of COVID-19, and the rate of adoption and efficacy of vaccines to prevent COVID-19, on our business and investment strategy; the timing and outcome of the Securities and Exchange Commission’s investigation; our ability to regain S-3 eligibility; our ability to repay, refinance, or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are only made as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.