Contract

EXHIBIT 99.1

On December 6, 2023, Ashford Hospitality Trust, Inc.’s subsidiaries, Ashford Hospitality Limited Partnership and Ashford TRS Corporation (together, the “Company”), entered into a Contribution Agreement (the “Contribution Agreement”) with Stirling REIT OP, LP (the “Stirling Operating Partnership”), a subsidiary of Stirling Hotels & Resorts, Inc. Pursuant to the terms of the Contribution Agreement, the Company contributed its equity interests, and the associated debt and other obligations, in four hotel assets to the Stirling Operating Partnership in exchange for 1,400,943 Class I units of the Stirling Operating Partnership. The purchase price was approximately $35.0 million, which is comprised of an estimated fair value of $56.2 million for the four hotel assets, the assumption of a mortgage loan with an estimated fair value of approximately $30.2 million and approximately $9.0 million of net working capital, and is subject to customary post-closing working capital adjustments.

The following unaudited pro forma financial information of the Company, as of and for the nine months ended September 30, 2023 and for the year ended December 31, 2022, 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, 2023. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2022, and the nine months ended September 30, 2023, assumes the disposition closed on January 1, 2022. The unaudited pro forma financial information of the Company contains a non-recurring gain associated with the disposition of the hotel properties. The pro forma gain, and the related tax effects, resulting from the disposition of the Hotel Group 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 HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

September 30, 2023

(in thousands, except share and per share amounts)

			Ashford Trust Consolidated Historical (A)						Hotel Group (B)						Adjustments						Ashford Trust Consolidated Pro Forma
ASSETS
Investments in hotel properties, net ($76,017 attributable to VIEs).			$	3,122,833					$	34,788					$	—					$	3,088,045
Cash and cash equivalents			184,181						1,628						(7,507)			(C) (iii)			175,046
Restricted cash ($14,279 attributable to VIEs)			171,896						1,681						—						170,215
Accounts receivable, net of allowance			73,712						296						—						73,416
Inventories			3,945						6						—						3,939
Notes receivable, net			5,934						—						—						5,934
Investments in unconsolidated entities			10,379						—						26,000			(C) (i)			46,028
															2,142			(C) (ii)
															7,507			(C) (iii)
Deferred costs, net ($93 attributable to VIEs)			1,858						75						—						1,783
Prepaid expenses ($669 attributable to VIEs)			15,800						237						—						15,563
Derivative assets			25,493						—						—						25,493
Operating lease right-of-use assets			44,136						—						—						44,136
Other assets			18,171						121						—						18,050
Intangible assets			797						—						—						797
Due from related parties, net			4,347						56						—						4,291
Due from third-party hotel managers			24,145						—						—						24,145
Assets held for sale			10,882						—						—						10,882
Total assets			$	3,718,509					$	38,888					$	28,142					$	3,707,763
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($38,730 attributable to VIEs)			$	3,631,719					$	32,318					$	—					$	3,599,401
Finance lease liability			18,465						—						—						18,465
Other finance liability ($26,804 attributable to VIEs)			26,804						—						—						26,804
Accounts payable and accrued expenses ($11,194 attributable to VIEs)			153,209						1,587						—						151,622
Accrued interest payable ($99 attributable to VIEs)			25,243						128						—						25,115
Dividends and distributions payable			3,568						—						—						3,568
Due to Ashford Inc., net			9,028						63						—						8,965
Due to third-party hotel managers			1,134						105						—						1,029
Intangible liabilities, net			2,037						—						—						2,037
Operating lease liabilities			44,887						—						—						44,887
Other liabilities			3,948						—						—						3,948
Liabilities related to assets held for sale			9,795						—						—						9,795
Total liabilities			3,929,837						34,201						—						3,895,636
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership			22,394						—						—						22,394
Series J Redeemable Preferred Stock, $0.01 par value, 2,628,792 shares issued and outstanding at September 30, 2023			60,482						—						—						60,482
Series K Redeemable Preferred Stock, $0.01 par value, 154,233 shares issued and outstanding at September 30, 2023			3,798						—						—						3,798
Equity (deficit):
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
Series D Cumulative Preferred Stock, 1,174,427 shares issued and outstanding at September 30, 2023			12						—						—						12
Series F Cumulative Preferred Stock, 1,251,044 shares issued and outstanding at September 30, 2023			12						—						—						12
Series G Cumulative Preferred Stock, 1,531,996 shares issued and outstanding at September 30, 2023			15						—						—						15
Series H Cumulative Preferred Stock, 1,308,415 shares issued and outstanding at September 30, 2023			13						—						—						13
Series I Cumulative Preferred Stock, 1,252,923 shares issued and outstanding at September 30, 2023			13						—						—						13
Common stock, $0.01 par value, 400,000,000 shares authorized, 34,513,386 shares issued and outstanding at September 30, 2023			345						—						—						345
Additional paid-in capital			2,385,679						4,687						2,545			(C) (i)			2,385,679
															2,142			(C) (ii)
Accumulated deficit			(2,697,244)						—						23,455			(C) (i)			(2,673,789)
Total stockholders’ equity (deficit) of the Company			(311,155)						4,687						28,142						(287,700)
Noncontrolling interest in consolidated entities			13,153						—						—						13,153
Total equity (deficit)			(298,002)						4,687						28,142						(274,547)
Total liabilities and equity/deficit			$	3,718,509					$	38,888					$	28,142					$	3,707,763

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)Represents the historical consolidated balance sheet of Ashford Trust as of September 30, 2023, as reported in its Quarterly Report on Form 10-Q, filed on November 8, 2023.

(B)Represents the historical balance sheet of the Hotel Group as of September 30, 2023.

(C)Represents adjustments for Ashford Trust’s disposition of the Hotel Group as of September 30, 2023, which includes: (i) an adjustment for the consideration of $26.0 million received in the form of Class I units in Stirling Operating Partnership in exchange for the Hotel Group; (ii) an adjustment for additional Stirling Operating Partnership Class I units received for the contributed working capital; and (iii) an adjustment for additional Stirling Operating Partnership Class I units received for cash used to fund initial reserves.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2022

(in thousands, except share and per share amounts)

			Ashford Trust Consolidated Historical (A)						Hotel Group (B)						Adjustments																								Ashford Trust Consolidated Pro Forma
REVENUE
Rooms			$	974,002					$	15,685					$	—																							$	958,317
Food and beverage			196,663						—						—																								196,663
Other hotel revenue			67,310						228						—																								67,082
Total hotel revenue			1,237,975						15,913						—																								1,222,062
Other			2,884						—						—																								2,884
Total revenue			1,240,859						15,913						—																								1,224,946
EXPENSES
Hotel operating expenses:
Rooms			229,115						3,813						—																								225,302
Food and beverage			140,775						—						—																								140,775
Other expenses			421,056						5,909						—																								415,147
Management fees			45,047						687						—																								44,360
Total hotel expenses			835,993						10,409						—																								825,584
Property taxes, insurance and other			67,338						830						—																								66,508
Depreciation and amortization			201,797						3,564						—																								198,233
Advisory services fee			49,897						—						—																								49,897
Corporate, general and administrative			9,879						—						—																								9,879
Total operating expenses			1,164,904						14,803						—																								1,150,101
Gain (loss) on consolidation of VIE and disposition of assets			300						—						23,455																					(C) (i)			23,755
OPERATING INCOME (LOSS)			76,255						1,110						23,455																								98,600
Equity in earnings (loss) of unconsolidated entities			(804)						—						(1,043)																					(C) (iii)			(1,847)
Interest income			4,777						—						—																								4,777
Other income (expense)			415						—						—																								415
Interest expense and amortization of discounts and loan costs			(226,995)						(1,660)						—																								(225,335)
Write-off of premiums, loan costs and exit fees			(3,536)						—						—																								(3,536)
Realized and unrealized gain (loss) on derivatives			15,166						—						—																								15,166
INCOME (LOSS) BEFORE INCOME TAXES			(134,722)						(550)						22,412																								(111,760)
Income tax (expense) benefit			(6,336)						(493)						320																								(5,523)
NET INCOME (LOSS)			(141,058)						(1,043)						22,732																								(117,283)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			1,233						—						(150)																					(C) (ii)			1,083
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			(139,825)						(1,043)						22,582																								(116,200)
Preferred dividends			(12,433)						—						—																								(12,433)
Deemed dividends on redeemable preferred stock			(946)						—						—																								(946)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(153,204)					$	(1,043)					$	22,582																							$	(129,579)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders			$	(4.46)																																			$	(3.77)
Weighted average common shares outstanding—basic			34,339																																				34,339
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders			$	(4.46)																																			$	(3.77)
Weighted average common shares outstanding—diluted			34,339																																				34,339

See accompanying notes.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2023

(in thousands, except share and per share amounts)

			Ashford Trust Consolidated Historical (A)						Hotel Group (B)												Adjustments						Ashford Trust Consolidated Pro Forma
REVENUE
Rooms			$	817,477					$	12,630											$	—					$	804,847
Food and beverage			172,943						—												—						172,943
Other hotel revenue			55,135						203												—						54,932
Total hotel revenue			1,045,555						12,833												—						1,032,722
Other			2,094						—												—						2,094
Total revenue			1,047,649						12,833												—						1,034,816
EXPENSES
Hotel operating expenses:
Rooms			190,041						2,959												—						187,082
Food and beverage			121,211						—												—						121,211
Other expenses			348,463						4,656												—						343,807
Management fees			38,706						544												—						38,162
Total hotel expenses			698,421						8,159												—						690,262
Property taxes, insurance and other			52,880						706												—						52,174
Depreciation and amortization			140,963						2,706												—						138,257
Advisory services fee			37,650						—												—						37,650
Corporate, general and administrative			11,387						—												—						11,387
Total operating expenses			941,301						11,571												—						929,730
Gain (loss) on consolidation of VIE and disposition of assets			7,443						—												—						7,443
OPERATING INCOME (LOSS)			113,791						1,262												—						112,529
Equity in earnings (loss) of unconsolidated entities			(715)						—												(307)			(C) (ii)			(1,022)
Interest income			6,755						—												—						6,755
Other income (expense)			277						—												—						277
Interest expense and amortization of discounts and loan costs			(270,485)						(1,220)												—						(269,265)
Write-off of premiums, loan costs and exit fees			(2,633)						—												—						(2,633)
Realized and unrealized gain (loss) on derivatives			4,490						—												—						4,490
INCOME (LOSS) BEFORE INCOME TAXES			(148,520)						42												(307)						(148,869)
Income tax (expense) benefit			(2,410)						(349)												166						(1,895)
NET INCOME (LOSS)			(150,930)						(307)												(141)						(150,764)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			1,838						—												—						1,838
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			(149,092)						(307)												(141)						(148,926)
Preferred dividends			(11,290)						—												—						(11,290)
Deemed dividends on redeemable preferred stock			(1,993)						—												—						(1,993)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(162,375)					$	(307)											$	(141)					$	(162,209)
Income (loss) per share – basic:
Income (loss) attributable to common stockholders			$	(4.72)																							$	(4.67)
Weighted average common shares outstanding—basic			34,395																								34,395
Income (loss) per share – diluted:
Income (loss) attributable to common stockholders			$	(4.72)																							$	(4.67)
Weighted average common shares outstanding—diluted			34,395																								34,395

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(A)Represents the historical consolidated statement of operations of Ashford Trust for the year ended December 31, 2022, as reported in its Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 10, 2023 and the historical consolidated statement of operations of Ashford Trust for the nine months ended September 30, 2023, as reported in its Quarterly Report on Form 10-Q, filed on November 8, 2023.

(B)Represents the historical consolidated statements of operations of the Hotel Group for the year ended December 31, 2022, and the nine months ended September 30, 2023.

(C)Represents adjustments for the Company’s contribution of the Hotel Group, which includes: (i) the estimated non-recurring gain on the disposition of the Hotel Group for the year ended December 31, 2022; (ii) the net income allocated to redeemable noncontrolling interests in operating partnership related to the estimated non-recurring gain on the disposition of the Hotel Group for the year ended December 31, 2022 based on an ownership percentage of 0.63% on January 1, 2022; and (iii) the estimated equity in loss in Stirling Operating Partnership for the year ended December 31, 2022, and the nine months ended September 30, 2023. The pro forma gain, and the related tax effects, resulting from the disposition of the Hotel Group are preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements.