ASHFORD HOSPITALITY PRIME,INC. (NYSE:AHP-B) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure

On December5, 2017, the board of directors (the “Board”) of Ashford Hospitality Prime,Inc. (NYSE:AHP) (the “Company”) reapproved a stock repurchase program (the “Repurchase Program”) to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate value of up to $50 million. The Board’s authorization replaced any previous repurchase authorizations. In addition, on December11, 2017, the Company established an “at-the-market” equity distribution program (the “At-The-Market Program”) to which it may, from time to time, sell shares of its Common Stock having an aggregate offering price of up to $50 million. The Company believes that it is prudent capital management to have the flexibility to use either of the Repurchase Program or the At-The-Market Program, in each case subject to market conditions. However, the Company has no current intention to repurchase Common Stock to the Repurchase Program or sell Common Stock to the At-The-Market Program.

Certain statements and assumptions in this Item 7.01 contain or are based upon “forward-looking” information and are being made to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Item 7.01 include, among others, statements about the Company’s intentions regarding the Repurchase Program and At-The-Market Program. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company’s control. The forward-looking statements included in this Item 7.01 are only made as of the date of this Current Report on Form8-K. Readers should not place undue reliance on these forward-looking statements. The Company is not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.

Item 8.01 Other Events.

On December11, 2017, the Company, Ashford Hospitality Prime Limited Partnership and Ashford Hospitality Advisors LLC entered into separate equity distribution agreements with Morgan Stanley& Co. LLC and UBS Securities LLC (each, a “Sales Agent” and together, the “Sales Agents”), relating to the offer and sale of shares of the Company’s Common Stock having an aggregate offering price of up to $50,000,000 (the “Shares”).

Sales of the Shares, if any, may be made in negotiated transactions, which may include block trades, or transactions that are deemed to be “at-the-market” offerings as defined in Rule415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange.

Each Sales Agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold through it as Sales Agent under the applicable equity distribution agreement. The Company may also sell some or all of the Shares to a Sales Agent as principal for its own account at a price agreed upon at the time of sale.

The Shares will be issued to the Company’s shelf registration statement on FormS-3 (Registration No.333-200718), which initially became effective on February12, 2015, and a prospectus supplement dated December11, 2017, filed with the Securities and Exchange Commission to Rule424(b)under the Securities Act.

The description of the equity distribution agreements contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the form of equity distribution agreement, which is filed as Exhibit1.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits