Ashford Inc.

ITEM 1A.RISK FACTORS

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. Other than as set forth below, as of JuneSeptember 30, 2024, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2023.

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The Company has filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 and a definitive proxy statement to voluntarily delisted its common stockholders to effect a reverse and forward stock split as part of a plan to  from the NYSE American and intends to deregister the Companys common stock under the Exchange Act, which could negatively affect the liquidity and trading prices of our common stock and resuwill result in less disclosure about the Company, without  and will result in the Companys stockholders not having the protections provided by the liability provisions of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act).

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On April 1, 2024, the Board, upon the recommendation of a Special Committee of the Board consisting entirely of independent and disinterested directors, approved a transaction whereby the Company would effect a reverse/forward stock split of the Companys shares of common stock, in conjunction with terminating the Companys public company reporting obligations and delisting the Companys common stock from the NYSE American, subject to obtaining the requisite approval of the reverse stock split by the Companys stockholders at the Special Meeting.

At the Special Meeting held on July 22, 2024, the Companys stockholders approved proposals necessary to implement the Transaction (as defined below) as part of the Companys plan to terminate the public registration of the Companys common stock under Section 12(g) of the Exchange Act, suspend the Companys duty to file periodic reports and other information with the SEC under Section 13(a) of the Exchange Act, and delist the Companys common stock from the NYSE American. At the Special Meeting, the Companys stockholders voted to effect the Reverse Stock Split, which was immediately followed by the Forward Stock Split.

The Reverse Stock Split and the Forward Stock Split were effected on July 29, 2024 at 5:01 p.m. Eastern Time and 5:02 p.m. Eastern Time, respectively. As a result of the Transaction, each stockholder owning fewer than 10,000 shares of the Companys common stock in any one account immediately prior to the effective time of the Reverse Stock Split received $5.00 per share, without interest, in cash for each share of the Companys common stock held by such stockholder at the effective time of the Reverse Stock Split, and such stockholders are no longer stockholders of the Company. Stockholders owning 10,000 or more shares of the Companys common stock in any one account immediately prior to the effective time of the Reverse Stock Split were not entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any, and will instead remain stockholders in the Company holding, as a result of the Forward Stock Split, the same number of shares of common stock as such stockholders held immediately before the effective time of the Reverse Stock Split.

 The intended effect of the Transaction iwas to reduce the number of record holders of the Companys common stock to fewer than 300 so that the Company willould be eligible to terminate the public registration of the Companys common stock under Section 12(g) of the Exchange Act, suspend the Companys duty to file periodic reports and other information with the SEC under Section 13(a) of the Exchange Act, and delist the Companys common stock from the NYSE American.

Following tThe Company delisted its common stock on July 29, 2024. On August 8, the Company filed a Form 15 with the SEC to terminate the registration of the Companys common stock under Section 12(g) of the Exchange Act, and suspend the Companys reporting obligations under Section 15(d) of the Exchange Act. The Form 15 became effective on November 6, 2024. The Company expects its reporting obligations will be automatically suspended as of January 1, 2025 pursuant to Rule 15d-6 of the Exchange Act.

Following the Transaction, we currently intend to continue to have our financial statements audited by a public accounting firm, but we do not intend to make such financial statements available to our stockholders, unless required by law or otherwise agreed to by the Company. The Company expects that the deregistration of its common stock under the Exchange Act would eliminate the significant expense required to comply with its Exchange Act reporting obligations and the SECs proxy rules. The Company estimates the annual savings will be approximately $2.5 million per year, including ongoing expenses for compliance with the Sarbanes-Oxley Act, and other accounting, legal, printing and other miscellaneous costs associated with being a publicly traded company.

Stockholders holding the Companys common stock following the Transaction and subsequent filing to become a non-reporting entity may no longer have the information that is currently provided in the Companys filings with the SEC pursuant to the Exchange Act regarding such matters as the Companys business operations and developments, legal proceedings involving the Company, the Companys financial results, the compensation of the Companys directors and named executive officers, and Company securities held by the Companys directors, officers and major stockholders. In addition, it is likely that there will be limited liquidity for the Companys common stock and that trading of shares may only continue in privately negotiated sales. As a result, stockholders may not be able to purchase or sell the common stock at all or at prices they desire.

Further, the Companys stockholders will no longer have the protections provided by the liability provisions of the Exchange Act and the Sarbanes-Oxley Act applicable to the Company and the Companys directors, officers and major stockholders, including the short-swing profit provisions of Section 16, the proxy solicitation rules under Section 14, the stock ownership reporting rules under Section 13, provisions relating to personal attestation by officers about accounting controls and procedures potential criminal liability regarding the disclosure by the Company.

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