Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): September 11, 2024

ASHFORD INC.

(Exact name of registrant as specified in its charter)

Nevada

001-36400

84-2331507

(State or other jurisdiction of incorporation
or organization)

(Commission
File Number)

(IRS employer
identification number)

14185 Dallas Parkway

Suite 1200

Dallas

Texas

75254

(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 appropriate box below 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 14a-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 class

Trading Symbol

Name of each exchange on which registered

None

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 11, 2024, Ashford TRS Corporation (“Ashford TRS”), a wholly-owned subsidiary of Ashford Hospitality Trust, Inc., entered into the First Amendment (the “Amendment”) to Second Consolidated, Amended and Restated Hotel Master Management Agreement (the “Original Management Agreement”) with Remington Lodging & Hospitality, LLC (“Remington”). Pursuant to the Amendment, the amount of Group Services (as defined in the Original Management Agreement) charged per room per month at each hotel is capped at $38.32 (subject to annual increases beginning in 2026 equal to the greater of 3% or the percentage change in the Consumer Price Index over the preceding annual period) (the “Cap”). Any unpaid balance will be paid by Ashford TRS, and the Cap will be disregarded when calculating the Incentive Fee (as defined in the Original Management Agreement) for 2024. The Cap will not apply to hotels for whom the New Lessee (as defined in the Original Management Agreement) is not a direct or indirect wholly-owned subsidiary of Ashford TRS.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Amendment and the Original Management Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number Description

10.1 First Amendment to Second Consolidated, Amended and Restated Hotel Master Management Agreement by and between Ashford TRS Corporation and Remington Lodging & Hospitality, LLC, dated September 11, 2024

10.2 Second Consolidated, Amended and Restated Hotel Master Management Agreement, dated as of March 12, 2024, by and between Ashford TRS Corporation and Remington Lodging & Hospitality, LLC (incorporated by reference to Exhibit 10.73 of Form 10-K filed on March 27, 2024) (File No. 001-36400)

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURE

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 12, 2024


			ASHFORD INC.

			By:			/s/ ALEX ROSE
						Alex Rose
						Executive Vice President, General Counsel & Secretary

Exhibit 10.1

FIRST AMENDMENT TO
SECOND CONSOLIDATED, AMENDED AND RESTATED

HOTEL MASTER MANAGEMENT AGREEMENT

This FIRST AMENDMENT TO SECOND CONSOLIDATED, AMENDED AND RESTATED HOTEL MASTER MANAGEMENT AGREEMENT (this “Amendment”), is dated as of September 11, 2024, by and between ASHFORD TRS CORPORATION, a Delaware corporation (together with any taxable REIT subsidiaries of the Partnership hereafter existing, “Lessee”) and REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (“Manager”).

W I T N E S S E T H:

WHEREAS, Lessee and Manager entered into that certain Second Consolidated, Amended and Restated Hotel Master Management Agreement, dated March 12, 2024 (the “Management Agreement”).

WHEREAS, Lessee and Manager desire to amend the Management Agreement as hereafter provided.

WHEREAS, all capitalized terms appearing herein that are not otherwise defined shall have the meanings ascribed to them in the Management Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Group Services. Lessee shall pay Manager the amount charged for Group Services to the extent not allocated to each Hotel for payment by the applicable New Lessee pursuant to Section 6.03 of the Management Agreement, which allocation to each Hotel shall not exceed $38.32 per room per month (to be increased annually commencing with Fiscal Year 2026 by the greater of three percent (3%) or any increase in CPI over the preceding annual period) (the “GS Cap”). The GS Cap will not apply to any Hotel in which the applicable New Lessee is not a direct or indirect wholly owned subsidiary of Lessee.

2. Incentive Fee. For purposes of calculating the Incentive Fee for Fiscal Year 2024, actual House Profit for each Hotel will be calculated without giving effect to the GS Cap.

3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same agreement. Facsimile or electronically transmitted (e.g., .PDF) signatures shall be treated by the parties as original signatures when attached hereto.

4. Ratification of the Management Agreement. Except as expressly amended hereby, the Management Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

5. Applicability. This Amendment is intended to affect all Hotels collectively that are subject to the Management Agreement, whether operated by Lessee or a New Lessee, and Lessee executes this Amendment on behalf of itself and each New Lessee. Manager executes this Amendment on behalf of itself and each Affiliate of Manager that is a party to the Management Agreement as of the date hereof as a result of executing and delivering an Addendum.

[Signatures follow on the next page.]

-2-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first above written.

LESSEE:

ASHFORD TRS CORPORATION, a Delaware corporation

By: /s/ Deric Eubanks
Deric Eubanks
President

MANAGER:

REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company

By: /s/ Sloan Dean
Sloan Dean
CEO

[Signature Page to First Amendment to Second Consolidated, Amended and Restated Hotel Master Management Agreement]

Cover Page Cover Page	Sep. 11, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001604738
Entity Emerging Growth Company	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Local Phone Number	490-9600
City Area Code	972
Entity Address, Postal Zip Code	75254
Entity Address, State or Province	TX
Entity Address, City or Town	Dallas
Entity Address, Address Line Two	Suite 1200
Entity Address, Address Line One	14185 Dallas Parkway
Entity Tax Identification Number	84-2331507
Entity File Number	001-36400
Entity Incorporation, State or Country Code	NV
Entity Registrant Name	ASHFORD INC.
Document Period End Date	Sep. 11, 2024
Document Type	8-K