Form 8-K - Current report

0001604738falsetrue00016047382024-07-252024-07-250001604738us-gaap:CommonStockMember2024-07-252024-07-250001604738ainc:PreferredStockPurchaseRightMember2024-07-252024-07-25

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): July 25, 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: [phone]

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

Common Stock

AINC

NYSE American LLC

Preferred Stock Purchase Rights

NYSE American LLC

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ITEM 7.01    REGULATION FD DISCLOSURE.

On July 25, 2024, Ashford Inc. (the “Company”) (NYSE American: AINC) issued a press release announcing that Mr. W. Michael Murphy, a member of its Board of Directors, passed away on July 24, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

Mr. Murphy had a distinguished career in the hotel industry and has been a key member of the Company’s Board of Directors, serving since August 2018. Prior to serving on the Board of Directors of the Company, Mr. Murphy served on the Board of Directors of Braemar Hotels & Resorts Inc. (NYSE: BHR) from 2013 to 2015 and he served on the Board of Directors of Ashford Hospitality Trust, Inc. (NYSE: AHT) from 2003 to 2013.

The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits

Exhibit Number         Description

99.1    Press Release of the Company, dated July 25, 2024

104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

2

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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: July 25, 2024

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

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Contact:

Deric Eubanks

Joe Calabrese

Chief Financial Officer

Financial Relations Board

[phone]

[phone]

ASHFORD INC. DIRECTOR AND HOSPITALITY INDUSTRY

VETERAN, W. MICHAEL MURPHY, PASSES AWAY

DALLAS, July 25, 2024 – Ashford Inc. announced today that Mr. W. Michael Murphy, a member of its Board of Directors, passed away on July 24, 2024. Mr. Murphy had a distinguished career in the hotel industry and has been a key member of the Company’s Board of Directors, serving since August 2018. Prior to serving on the board of Ashford Inc., Michael served on the board of Braemar Hotels & Resorts (NYSE: BHR) from 2013 to 2015 and he served on the board of Ashford Hospitality Trust (NYSE: AHT) from 2003 to 2013.

“We are very saddened to announce Michael’s passing,” commented Monty J. Bennett, Ashford Inc.’s Chairman and Chief Executive Officer. “We will miss him, both as a friend and as a valued business leader. On behalf of the directors and management of Ashford Inc. and the entire Ashford Group of Companies, we extend our heartfelt condolences to Michael’s family during this difficult time.”

Cover Page Cover Page	Jul. 25, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 25, 2024
Entity Registrant Name	ASHFORD INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-36400
Entity Tax Identification Number	84-2331507
Entity Address, Address Line One	14185 Dallas Parkway
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	490-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001604738
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	AINC
Security Exchange Name	NYSEAMER
Preferred Stock Purchase Right
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NYSEAMER
No Trading Symbol Flag	true

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