Document

The following unaudited pro forma financial information of the Company, as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 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 September 30, 2025. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2024, and the nine months ended September 30, 2025, assumes the disposition closed on January 1, 2024. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of La Posada 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 La Posada 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.


	Ashford Trust Consolidated Historical (A)		La Posada (B)		Adjustments			Ashford Trust Consolidated Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)	$	3,207,483	$	53,345	$	—		$	3,154,138
Accumulated depreciation ($(4,522) attributable to VIEs)	(1,012,304)		(9,277)		—			(1,003,027)
Investments in hotel properties, net ($78,265 attributable to VIEs)	2,195,179		44,068		—			2,151,111
Contract asset	380,160		—		—			380,160
Cash and cash equivalents ($634 attributable to VIEs)	81,903		2,057		56,779		(C) (i)	81,876
					1,273		(C) (i)
					(56,022)		(C) (ii)
Restricted cash ($4,677 attributable to VIEs)	164,219		795		—			163,424

Accounts receivable ($188 attributable to VIEs), net of allowance of $789	42,100		440		—			41,660
Inventories ($43 attributable to VIEs)	3,747		80		—			3,667
Notes receivable, net	11,784		—		—			11,784


Investments in unconsolidated entities	7,331		—		—			7,331


Deferred costs, net ($81 attributable to VIEs)	1,669		83		—			1,586

Derivative assets	1,022		—		—			1,022
Operating lease right-of-use assets	43,585		—		—			43,585
Prepaid expenses and other assets ($62 attributable to VIEs)	27,367		88		—			27,279




Due from third-party hotel managers	26,920		—		—			26,920
Assets held for sale	21,450		—		—			21,450
Total assets	$	3,008,436	$	47,611	$	2,030		$	2,962,855
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($16,007 attributable to VIEs)	$	2,610,256	$	35,895	$	(19,962)	(C) (ii)	$	2,554,399
Debt associated with hotels in receivership	301,040		—		—			301,040
Finance lease liability	17,540		—		—			17,540

Accounts payable and accrued expenses ($16,042 attributable to VIEs)	146,617		1,876		—			144,741
Accrued interest payable ($147 attributable to VIEs)	13,600		232		—			13,368
Accrued interest associated with hotels in receivership	79,120		—		—			79,120
Dividends and distributions payable	4,220		—		—			4,220

Due to Ashford Inc., net	16,080		—		—			16,080

Due to related parties, net ($3,598 attributable to VIEs)	7,177		79		—			7,098
Due to third-party hotel managers	1,042		—		—			1,042

Operating lease liabilities	44,077		—		—			44,077

Other liabilities ($28,870 attributable to VIEs)	38,055		—		—			38,055
Liabilities related to assets held for sale	29,236		—		—			29,236
Total liabilities	3,308,060		38,082		(19,962)			3,250,016
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership	21,209		—		—			21,209
Series J Redeemable Preferred Stock, $0.01 par value, 7,672,142 shares issued and outstanding at September 30, 2025	178,743		—		—			178,743
Series K Redeemable Preferred Stock, $0.01 par value, 737,805 shares issued and outstanding at September 30, 2025	18,348		—		—			18,348
Series L Redeemable Preferred Stock, $0.01 par value, 195,976 shares issued and outstanding at September 30, 2025	4,463		—		—			4,463
Series M Redeemable Preferred Stock, $0.01 par value, 433,601 shares issued and outstanding at September 30, 2025	10,501		—		—			10,501
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 September 30, 2025	11		—		—			11
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at September 30, 2025	10		—		—			10
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at September 30, 2025	15		—		—			15
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at September 30, 2025	10		—		—			10
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at September 30, 2025	11		—		—			11
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,186,482 shares issued and outstanding at September 30, 2025	62		—		—			62
Additional paid-in capital	2,400,801		9,529		44,151		(C) (i)	2,400,801
					1,273		(C) (i)
					(35,895)		(C) (ii)
Accumulated deficit	(2,949,658)		—		12,628		(C) (i)	(2,937,195)
					(165)		(C) (ii)
Total stockholders’ equity (deficit) of the Company	(548,738)		9,529		21,992			(536,275)
Noncontrolling interest in consolidated entities	15,850		—		—			15,850
Total equity (deficit)	(532,888)		9,529		21,992			(520,425)
Total liabilities and equity/deficit	$	3,008,436	$	47,611	$	2,030		$	2,962,855

(in thousands, except share and per share amounts)


	Ashford Trust Consolidated Historical (A)		La Posada (B)		Adjustments			Ashford Trust Consolidated Pro Forma
REVENUE
Rooms	$	889,753	$	12,593	$	—		$	877,160
Food and beverage	212,581		3,890		—			208,691
Other hotel revenue	67,800		1,402		—			66,398
Total hotel revenue	1,170,134		17,885		—			1,152,249
Other	2,325		—		—			2,325
Total revenue	1,172,459		17,885		—			1,154,574
EXPENSES
Hotel operating expenses:
Rooms	209,569		3,315		—			206,254
Food and beverage	145,304		3,368		—			141,936
Other expenses	418,077		6,286		—			411,791
Management fees	42,406		536		—			41,870
Total hotel expenses	815,356		13,505		—			801,851
Property taxes, insurance and other	64,103		559		—			63,544
Depreciation and amortization	152,776		1,933		—			150,843

Impairment charges	59,331		—		—			59,331

Advisory services fee	58,606		—		—			58,606
Corporate, general and administrative	24,662		—		—			24,662
Total operating expenses	1,174,834		15,997		—			1,158,837
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties	94,406		—		12,628		(C) (i)	107,034
Gain (loss) on derecognition of assets	167,177		—		—			167,177
OPERATING INCOME (LOSS)	259,208		1,888		12,628			269,948
Equity in earnings (loss) of unconsolidated entities	(2,370)		—		—			(2,370)
Interest income	6,942		—		—			6,942
Other income (expense)	108		—		—			108
Interest expense and amortization of discounts and loan costs	(273,359)		(3,572)		—			(269,787)
Interest expense associated with hotels in receivership	(45,592)		—		—			(45,592)
Write-off of premiums, loan costs and exit fees	(5,245)		—		(165)		(C) (ii)	(5,410)
Gain (loss) on extinguishment of debt	2,774		—		—			2,774

Realized and unrealized gain (loss) on derivatives	(6,480)		—		—			(6,480)
INCOME (LOSS) BEFORE INCOME TAXES	(64,014)		(1,684)		12,463			(49,867)
Income tax (expense) benefit	(997)		—		38		(C) (iii)	(959)




NET INCOME (LOSS)	(65,011)		(1,684)		12,501			(50,826)
(Income) loss attributable to noncontrolling interest in consolidated entities	4,028		—		—			4,028
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	683		—		(145)		(C) (iv)	538
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(60,300)		(1,684)		12,356			(46,260)
Preferred dividends	(22,686)		—		—			(22,686)
Deemed dividends on redeemable preferred stock	(2,906)		—		—			(2,906)
Gain (loss) on extinguishment of preferred stock	3,370		—		—			3,370
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(82,522)	$	(1,684)	$	12,356		$	(68,482)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(17.54)						$	(14.55)
Weighted average common shares outstanding—basic	4,706							4,706
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(17.54)						$	(14.55)
Weighted average common shares outstanding—diluted	4,706							4,706

(in thousands, except share and per share amounts)


	Ashford Trust Consolidated Historical (A)		La Posada (B)		Adjustments			Ashford Trust Consolidated Pro Forma
REVENUE
Rooms	$	635,420	$	8,914	$	—		$	626,506
Food and beverage	155,787		2,909		—			152,878
Other hotel revenue	53,064		1,441		—			51,623
Total hotel revenue	844,271		13,264		—			831,007
Other	1,150		—		—			1,150
Total revenue	845,421		13,264		—			832,157
EXPENSES
Hotel operating expenses:
Rooms	149,786		2,330		—			147,456
Food and beverage	104,454		2,212		—			102,242
Other expenses	296,979		4,102		—			292,877
Management fees	29,357		398		—			28,959
Total hotel expenses	580,576		9,042		—			571,534
Property taxes, insurance and other	48,495		413		—			48,082
Depreciation and amortization	107,204		1,320		—			105,884

Impairment charges	19,821		—		—			19,821

Advisory services fee	34,112		—		—			34,112
Corporate, general and administrative	17,120		—		—			17,120
Total operating expenses	807,328		10,775		—			796,553
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties	55,305		—		—			55,305
Gain (loss) on derecognition of assets	29,649		—		—			29,649
OPERATING INCOME (LOSS)	123,047		2,489		—			120,558
Equity in earnings (loss) of unconsolidated entities	(258)		—		—			(258)
Interest income	3,666		—		—			3,666

Interest expense and amortization of discounts and loan costs	(200,368)		(2,450)		—			(197,918)
Interest expense associated with hotels in receivership	(29,632)		—		—			(29,632)
Write-off of premiums, loan costs and exit fees	(8,361)		(1)		—			(8,360)
Gain (loss) on extinguishment of debt	43		—		—			43

Realized and unrealized gain (loss) on derivatives	(4,804)		—		—			(4,804)
INCOME (LOSS) BEFORE INCOME TAXES	(116,667)		38		—			(116,705)
Income tax (expense) benefit	(695)		—		30		(C) (iii)	(665)




NET INCOME (LOSS)	(117,362)		38		30			(117,370)
(Income) loss attributable to noncontrolling interest in consolidated entities	4,719		—		—			4,719
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	2,127		—		—		(C) (iv)	2,127
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(110,516)		38		30			(110,524)
Preferred dividends	(20,921)		—		—			(20,921)
Deemed dividends on redeemable preferred stock	(5,264)		—		—			(5,264)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(136,701)	$	38	$	30		$	(136,709)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders	$	(23.38)						$	(23.38)
Weighted average common shares outstanding—basic	5,847							5,847
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders	$	(23.38)						$	(23.38)
Weighted average common shares outstanding—diluted	5,847							5,847

(C)Represents adjustments for the Company’s sale of La Posada, which includes: (i) the estimated non-recurring gain on the disposition of La Posada for the year ended December 31, 2024; (ii) an adjustment for write off of loan costs for the year ended December 31, 2024; (iii) the estimated tax benefit for the year ended December 31, 2024 and the nine months ended September 30, 2025 associated with the hotel no longer being part of the consolidated group; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of La Posada, including the estimated non-recurring gain for the year ended December 31, 2024, based on an ownership percentage of 1.02% for the year ended December 31, 2024 and 1.49% for the nine months ended September 30, 2025. The pro forma gain resulting from the disposition of La Posada is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.