Indebtedness, net

12 Months Ended

Dec. 31, 2024

Indebtedness consisted of the following (in thousands):


							December 31, 2024				December 31, 2023
Indebtedness	Collateral		Maturity	Interest Rate			Debt Balance		Book Value of Collateral		Debt Balance		Book Value of Collateral


Mortgage loan (2)	1	hotel	May 2024		4.99	%	$	—	$	—	$	5,613	$	5,813
Mortgage loan (3)	1	hotel	June 2024	SOFR(1) +	2.00	%	—		—		8,881		6,334
Mortgage loan (4)	2	hotels	August 2024		4.85	%	—		—		10,945		7,831
Mortgage loan (5)	1	hotel	November 2024	SOFR(1) +	4.76	%	—		—		86,000		81,104
Mortgage loan (6)	17	hotels	February 2025	SOFR(1) +	3.39	%	409,750		232,485		409,750		225,466
Mortgage loan (7)	1	hotel	February 2025	SOFR(1) +	2.85	%	12,330		21,565		13,759		22,473
Mortgage loan (8)(22)	2	hotels	February 2025		4.45	%	25,882		38,627		45,792		53,207
Mortgage loan (9)	8	hotels	February 2025	SOFR(1) +	3.28	%	325,000		235,655		345,000		298,826
Mortgage loan	1	hotel	March 2025		4.66	%	22,132		40,276		22,742		42,292
Mortgage loan (10)	2	hotels	March 2025	SOFR(1) +	2.80	%	—		—		240,000		201,279
Mortgage loan (11)	19	hotels	April 2025	SOFR(1) +	3.51	%	862,027		881,867		862,027		907,476
Mortgage loan (12)(22)	4	hotels	June 2025	SOFR(1) +	4.03	%	143,877		122,603		143,877		127,829
Mortgage loan (13)(22)	4	hotels	June 2025	SOFR(1) +	4.29	%	159,424		62,801		237,061		77,978
Mortgage loan (14)(22)	5	hotels	June 2025	SOFR(1) +	3.02	%	109,473		151,592		119,003		158,702
Mortgage loan (15)	1	hotel	August 2025	SOFR(1) +	3.91	%	—		—		98,000		167,176
Mortgage loan (16)	1	hotel	December 2025	SOFR(1) +	4.00	%	37,000		63,633		37,000		59,352
Term loan (17)	Equity		January 2026		14.00	%	44,722		—		183,082		—
Mortgage loan (18)	2	hotels	May 2026	SOFR(1) +	4.00	%	98,450		139,244		98,450		143,710
Mortgage loan (10)	1	hotel	May 2026	SOFR(1) +	3.98	%	267,200		148,488		—		—
Mortgage loan (5)	1	hotel	November 2027	SOFR(1) +	4.75	%	121,500		77,165		—		—
Mortgage loan (19)	4	hotels	December 2028		8.51	%	30,200		35,792		30,200		35,580
Environmental loan (20)	1	hotel	April 2024		10.00	%	—		—		571		—
Bridge loan (20)(21)	1	hotel	February 2025		7.75	%	20,898		—		19,889		—
TIF Loan (20)	1	hotel	August 2025		8.25	%	—		—		5,609		—
Construction loan (20)	1	hotel	May 2033		11.26	%	15,785		93,219		15,494		87,358










Total indebtedness							$	2,705,650	$	2,345,012	$	3,038,745	$	2,709,786
Premiums (discounts), net							331				(606)
Capitalized default interest and late charges							36				396
Deferred loan costs, net							(8,459)				(6,914)
Embedded debt derivative							29,099				23,696
Indebtedness, net							$	2,726,657			$	3,055,317

Indebtedness related to assets held for sale(8)	1	hotel	February 2025		4.45	%	—				14,366
Indebtedness, net related to assets held for sale (11)	1	hotel	August 2025	SOFR(1) +	3.91	%	97,368				—
							$	2,629,289			$	3,040,951

_____________________________

(1) SOFR rates were 4.33% and 5.35% at December 31, 2024 and December 31, 2023, respectively.

(2) On May 30, 2024, we sold this property for $8.0 million.

(3) The asset securing the mortgage loan was disposed of on July 16, 2024. See note 5.

(4) On June 10, 2024, we sold the two properties securing this mortgage loan for $17.5 million. See note 5.

(5) On November 6, 2024, we refinanced this mortgage into a new $121.5 million mortgage loan with a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at SOFR + 4.75% and has a SOFR floor of 2.75%.

(6) This mortgage loan was amended in November 2024, February 2025 and March 2025. Terms of the amendments included extending the maturity date from November 2024 to February 2025, from February 2025 to March 2025 and from March 2025 to April 2025, respectively.

(7) This mortgage loan was amended in December 2024. Terms of the amendment included extending the maturity date from December 2024 to February 2025, and a $1.3 million principal paydown. On February 24, 2025, we amended this mortgage loan. Terms of the February 2025 amendment included extending the current maturity date to February 2026, changing the rate from SOFR + 2.85% to SOFR + 2.75%, and adding one one-year extension option, subject to satisfaction of certain conditions.

(8) On March 6, 2024, we sold the Residence Inn Salt Lake City for $19.2 million. Proceeds from the sale were used to repay $19.0 million in principal.

(9) This mortgage loan was amended in April 2024. Terms of the amendment included a $10.0 million paydown and added a sixth one-year extension option, subject to satisfaction of certain conditions. The fifth one-year extension period began in February 2024. On October 9, 2024, an additional $10.0 million paydown was made in accordance with the April 2024 amendment.

(10) On May 9, 2024, we entered into a new $267.2 million loan secured by Nashville Renaissance. The new mortgage loan is interest only and bears interest at the rate of SOFR + 3.98%, has a two-year initial term, and three one-year extension options, subject to satisfaction of certain conditions. The previous mortgage loan was secured by Nashville Renaissance and Westin Princeton. After the May 9, 2024 refinance, Westin Princeton is unencumbered.

(11) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in April 2024. A portion of this mortgage loan relates to Courtyard Boston Downtown. See note 5.

(12) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began effective June 2024. In accordance with exercising the extension option, the variable interest rate changed from SOFR + 3.90% to SOFR + 4.03%.

(13) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in June 2024. In accordance with exercising the extension option, we repaid $11.4 million of principal and the variable interest rate changed from SOFR + 4.17% to SOFR + 4.29%. A portion of this mortgage loan relates to One Ocean Resort, which was sold on June 27, 2024, resulting in a $66.2 million paydown. See note 5.

(14) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in June 2024. In accordance with exercising the extension the extension option, we repaid $9.5 million of principal and the variable interest rate changed from SOFR + 2.90% to SOFR + 3.02%.

(15) On April 9, 2024, we sold this property for $171.0 million. See note 5.

(16) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in December 2024. This mortgage loan has a SOFR floor of 0.50%.

(17) On February 12, 2025, we repaid this term loan including the $30.0 million exit fee.

(18) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions.

(19) This loan is associated with Stirling OP. See discussion in notes 1 and 2.

(20) This loan is associated with 815 Commerce Managing Member, LLC. See discussion in notes 1, 2 and 8.

(21) This loan was amended in December 2024 and in February 2025. Terms of the amendment included extending the maturity date from December 2024 to February 2025, and from February 2025 to April 2025, respectively.

(22) On February 12, 2025, this mortgage loan was refinanced into a new $580.0 million mortgage loan. The new mortgage loan is interest only and bears interest at a rate of SOFR + 4.37%, has a two-year initial term, and three one-year extension options, subject to satisfaction of certain conditions.

We recognized net premium (discount) amortization as presented in the table below (in thousands):


	Year Ended December 31,
Line Item		2024		2023		2022
Interest expense and amortization of discounts and loan costs		$	(913)	$	(18,684)	$	(12,015)

The amortization of the net premium (discount) is computed using a method that approximates the effective interest method.

During the years ended December 31, 2021 and 2020, the Company entered into forbearance and other agreements which were evaluated to be considered troubled debt restructurings due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. As a result of the troubled debt restructurings all accrued default interest and late charges were capitalized into the applicable loan balances and are being amortized over the remaining term of the loan using the effective interest method. The amount of the capitalized principal that was amortized during the years ended December 31, 2024, 2023 and 2022 was $352,000, $7.8 million and $15.1 million, respectively. The amount of the capitalized principal that was written off during the years ended December 31, 2024, 2023, and 2022 was $8,000, $151,000, and $0, respectively. These amounts are included as a reduction to “interest expense and amortization of discounts and loan costs” in the consolidated statements of operations.

On June 21, 2023, the Company and Ashford Trust OP (the “Borrower”), an indirect subsidiary of the Company, entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”) with certain funds and accounts managed by Oaktree Capital Management, L.P. (the “Lenders”) and Oaktree Fund Administration, LLC.

On March 11, 2024, we entered into Amendment No. 3 to the Oaktree Credit Agreement which, among other items, (i) extends the Credit Agreement to January 15, 2026, (ii) removes the $50 million minimum cash requirement, (iii) removes the 3% increase in the interest rate if cash is below $100 million, (iv) removes the provision in which a default under mortgage indebtedness is a default under the Credit Agreement, and (v) increases the interest rate by 3.5% if the principal balance is not less than $100 million as of September 30, 2024 or not fully repaid by March 31, 2025. On February 12, 2025, we repaid the outstanding balance on the Oaktree Credit Agreement and the associated $30.0 million exit fee.

The KEYS mortgage loans were entered into on June 13, 2018, each of which had a two-year initial term and five one-year extension options. In order to qualify for a one-year extension in June of 2023, each KEYS loan pool was required to achieve a certain debt yield test. The Company extended its KEYS Pool C loan with a paydown of approximately $62.4 million, its KEYS Pool D loan with a paydown of approximately $25.6 million, and its KEYS Pool E loan with a paydown of

approximately $41.0 million. On July 7, 2023, the Company elected not to make the required paydowns to extend its KEYS Pool A loan, KEYS Pool B loan and KEYS Pool F loan thereby defaulting on such loans.

On November 29, 2023, the Company completed the deed in lieu of foreclosure transaction for the transfer of ownership of the KEYS Pool F $215.1 million mortgage to the mortgage lender.

On March 1, 2024, the Company received notice that the hotel properties securing the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. Below is a summary of the hotel properties securing the KEYS Pool A and Pool B loans:

KEYS A Loan Pool

Courtyard Columbus Tipton Lakes – Columbus, IN

Courtyard Old Town – Scottsdale, AZ

Residence Inn Hughes Center – Las Vegas, NV

Residence Inn Phoenix Airport – Phoenix, AZ

Residence Inn San Jose Newark – Newark, CA

SpringHill Suites Manhattan Beach – Hawthorne, CA

SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA

KEYS B Loan Pool

Courtyard Basking Ridge – Basking Ridge, NJ

Courtyard Newark Silicon Valley – Newark, CA

Courtyard Oakland Airport – Oakland, CA

Courtyard Plano Legacy Park – Plano, TX

Residence Inn Plano – Plano, TX

SpringHill Suites BWI Airport – Baltimore, MD

TownePlace Suites Manhattan Beach – Hawthorne, CA

We derecognized the hotel properties securing the KEYS Pool A and KEYS Pool B loans from our consolidated balance sheet in March 2024, when the receiver took control of the hotel properties, and accordingly recognized a gain of $133.9 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations and recorded a contract asset of $378.2 million, which represented the liabilities we expect to be released from upon final resolution with the lenders on the KEYS Pool A and KEYS Pool B mortgage loans in exchange for the transfer of ownership of the respective hotel properties.

Subsequent to March 31, 2024, we recognized an additional gain of $33.3 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statement of operations that increased the contract asset by a corresponding amount. The additional gain primarily represents the additional accrued interest expense recorded through December 31, 2024. In total for the year ended December 31, 2024 we recognized a gain of $167.2 million. The KEYS Pool A and the KEYS Pool B mortgage loans as well as all accrued and unpaid interest, default charges and late fees will remain liabilities until final resolution with the lenders is concluded, and thus are included in “indebtedness associated with hotels in receivership” and “accrued interest associated with hotels in receivership” on our consolidated balance sheets.

On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. Additionally, on November 4, 2024, the receiver appointed for the KEYS Pool A and KEYS Pool B mortgage loans transferred the Courtyard Columbus Tipton Lakes to a third party purchaser. As a result, the contract asset and corresponding indebtedness associated with hotels in receivership and accrued interest associated with hotels in receivership were reduced for the amounts attributable to each hotel.

In June 2024, the Company was informed by its lender that the lender intended to exercise remedies for the maturity default on the Ashton hotel in Fort Worth, Texas, which secured the Company’s $8.9 million mortgage loan. The Company and the lender agreed to a deed-in-lieu of foreclosure, which was completed on July 16, 2024.

In conjunction with the development of the Le Meridien in Fort Worth, Texas, which was consolidated as of May 31, 2023, the Company recorded $3.7 million and $3.0 million of capitalized interest, respectively, for the years ended December 31, 2024 and 2023. These amounts are included in “investment in hotel properties, net” in our consolidated balance sheets. The hotel opened on August 29, 2024.

We have extension options relating to certain property-level loans that will permit us to extend the maturity date of our loans if certain conditions are satisfied at the respective extension dates, including the achievement of debt yield targets required in order to extend such loans. To the extent we decide to extend the maturity date of the debt outstanding under the loans, we may be required to prepay a significant amount of the loans in order to meet the required debt yield.

If we violate covenants in our debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. As of December 31, 2024, we were in compliance with all covenants related to mortgage loans, with the exception of the KEYS Pool A and KEYS Pool B mortgage loans discussed above. We were also in compliance with all covenants under the senior secured term loan facility with Oaktree Capital Management L.P. (“Oaktree”) that was paid in full subsequent to December 31, 2024. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP.

Maturities and scheduled amortizations of indebtedness as of December 31, 2024 for each of the five following years and thereafter are as follows (in thousands), excluding extension options:


2025	$	2,127,925
2026	410,520
2027	121,666
2028	30,381
2029	208
Thereafter	14,950
Total	$	2,705,650