AHT · Ashford Hospitality Trust, Inc.

Ashford Hospitality Trust has significantly restructured its long-term advisory relationship with Ashford Inc. and Ashford Hospitality Advisors LLC through a Fourth Amended and Restated Advisory Agreement. The agreement extends the contractual term through 2055 with potential extensions to 2095, creating an exceptionally long-term commitment that reduces operational flexibility. Key financial modifications include a redefined Termination Fee calculation based on thirty years of Foregone Adjusted EBITDA discounted at 2%, which could result in substantial payments upon certain change of control events. The agreement also reduces financial covenants by lowering the minimum Tangible Net Worth requirement from $750 million to $600 million plus equity proceeds, potentially providing more financial maneuverability. Compensation structures were adjusted with the Incentive Fee cap increasing from 25% to 100% for peer outperformance, which could significantly increase advisor compensation in strong performance periods. The Total Market Capitalization component of the Net Asset Fee Adjustment includes tiered reductions at $4 billion, $5 billion, and $6 billion thresholds, creating potential fee savings as market capitalization grows. The agreement removes the Company's ability to terminate for fraud, limiting termination options primarily to change of control scenarios with specific timing provisions and a $65 million Annualized Portfolio Cash Flow threshold through December 31, 2026. These changes collectively represent a substantial rebalancing of the advisory relationship with implications for long-term costs, financial flexibility, and governance oversight.