Ashford Hospitality Trust receives $17 million advisory fee waiver and share purchase commitment from Ashford Inc.

✦ Meridian Analysis

Ashford Hospitality Trust announced that its long‑time advisor, Ashford Inc., has signed a six‑month advisory fee waiver worth roughly $17 million and a share‑purchase agreement under which Ashford Inc. will buy 2.5 % of the REIT’s outstanding common stock each calendar quarter in the open market. The fee waiver eliminates both base and incentive advisory fees that would otherwise have accrued from November 2026 through April 2027, while the equity purchase commitment begins with the quarter ending 30 September 2026 and runs for up to three years, subject to charter limits. The agreement also imposes a fee‑credit penalty of 150 % of the volume‑weighted average price for any shares not purchased, thereby aligning the advisor’s financial exposure with that of the REIT’s shareholders. The board’s independent members approved both actions, and the REIT simultaneously terminated its at‑the‑market equity distribution program. Meridian reported earlier this month that Alexandria Real Estate Equities closed an amended $5 billion credit facility. Deal professionals will be watching the pricing of the quarterly purchases, the actual fee‑credit calculations if purchase targets are missed, and the identity of any co‑advisors or lenders that may support the REIT’s liquidity after the ATM program’s termination. The terms of the share‑purchase plan, including any early‑termination provisions and the precise timing of the credit‑note settlements, were not disclosed in the filing.

The Meridian Weekly