Funding cap forces Procaccianti Hotel REIT (PRXA) to prorate Q4 redemptions

Rhea-AI Filing Summary

Procaccianti Hotel REIT, Inc. reports that its share repurchase capacity for the quarter ended December 31, 2025 has been constrained by its Funding Limitation. Under its share repurchase program, buybacks are limited by both a 5% annual cap and available net proceeds from its distribution reinvestment plan.

Because DRIP proceeds were insufficient, the board determined that not all fourth-quarter repurchase requests could be met. Requests tied to deceased stockholders will be repurchased in full, while there were no qualifying disability or small-account requests. All remaining repurchase requests will be filled on a pro rata basis at approximately 3.6% of the shares requested, meaning most investors will see only a small portion of their requested shares repurchased this quarter.

Insights

REIT liquidity analyst

Quarterly share liquidity is constrained, with most redemption requests only partly filled.

Procaccianti Hotel REIT reiterates that its share repurchase program is limited by both a 5% annual cap and available cash from its distribution reinvestment plan. For the quarter ended December 31, 2025, net DRIP proceeds were insufficient to fund all repurchase requests within these limits.

The board determined that the Funding Limitation was reached, so it is applying the program’s priority rules. Shares of deceased stockholders are repurchased first and in full. The filing notes there were no qualifying disability or small-balance account requests this quarter, simplifying the priority ordering.

All other redemption requests are being satisfied pro rata at about 3.6% of the shares requested. This means investors seeking liquidity through the program will receive only a small portion of their desired redemptions for this period, with any unfulfilled requests automatically carried forward unless withdrawn before the next repurchase date.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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Accepted by SEC EDGAR 03/03/2026 - 06:50 PM Learn about SEC filing dates

FAQ

What did Procaccianti Hotel REIT (PRXA) disclose about its Q4 2025 share repurchases?

The company disclosed that its funding limit for Q4 2025 share repurchases was reached. Net proceeds from its distribution reinvestment plan were not enough to satisfy all redemption requests, so most repurchases will be partially filled on a prorated basis.

How does Procaccianti Hotel REIT’s share repurchase program limit redemptions?

The program limits annual repurchases to 5% of the weighted-average shares outstanding and to cash available from the distribution reinvestment plan. These constraints can prevent full satisfaction of redemption requests in quarters with higher demand or lower DRIP proceeds.

Which Procaccianti Hotel REIT (PRXA) shareholders get priority in repurchases?

Priority goes first to deceased stockholders’ shares, which are repurchased in full. Next in line are qualifying disability or similar hardship cases and certain very small accounts, followed by all other requests, which are generally handled on a pro rata basis.

What proration rate will apply to Procaccianti Hotel REIT’s remaining Q4 2025 repurchase requests?

Remaining repurchase requests will be filled at about 3.6% of the shares requested. This means most investors who submitted standard redemption requests will see only a small fraction of their desired shares repurchased for that quarter.

Will unfilled Procaccianti Hotel REIT (PRXA) repurchase requests be carried forward?

Yes. Any unfulfilled repurchase requests are automatically carried into subsequent repurchase periods. A stockholder must withdraw a request at least five business days before the next repurchase date to prevent it from rolling over.

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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): March 2, 2026

PROCACCIANTI HOTEL REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		000-56272		81-3661609
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1140 Reservoir Avenue

Cranston, Rhode Island 02920-6320

(Address of principal executive offices)

(401) 946-4600

(Registrant’s telephone number, including area code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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.	¨

Item 8.01 Other Events.

Prorated Share Repurchases for 2025 Fourth Quarter Repurchase Date

Pursuant to its Amended and Restated Share Repurchase Program (the “SRP”), Procaccianti Hotel REIT, Inc. (the “Company”) limits the number of shares repurchased pursuant to the SRP as follows: (1) the Company will not repurchase in excess of 5.0% of the weighted average number of shares of its Class K common stock (“K Shares”), shares of its Class K-I common stock (“K-I Shares”) and shares of its class K-T common stock (“K-T Shares”) outstanding during the trailing 12 months prior to the end of the fiscal quarter for which repurchases are being paid (provided, however, that while shares subject to a repurchase requested upon the death of a stockholder will be included in calculating the maximum number of shares that may be repurchased, shares subject to a repurchase requested upon the death of a stockholder will not be subject to the percentage cap); and (2) funding for the repurchase of K Shares, K-I Shares and K-T Shares will be limited to net proceeds the Company receives from the sale of shares under its distribution reinvestment plan (“DRIP”) and any other operating funds that may be authorized by the Company’s board of directors (the “Board”), in its sole discretion (such limitation under (2), the “Funding Limitation”). The foregoing limits might prevent the Company from accommodating all repurchase requests made in any fiscal quarter or in any 12-month period, in which case quarterly repurchases will generally be made pro rata, as described below. If the Company cannot purchase all shares presented for repurchase in any fiscal quarter due to the Funding Limitation and/or the limit on the number of shares the Company may repurchase during any year, the Company will give first priority to the repurchase of deceased stockholders’ shares.

If sufficient funds are not available to pay all such repurchases in full, the requests to repurchase deceased stockholders’ shares would be honored on a pro rata basis. The Company will next give priority to (i) requests of stockholders with “qualifying disabilities” (as defined in the SRP), and in the discretion of the Board, stockholders with another involuntary exigent circumstance, such as bankruptcy, and (ii) next, to requests for full repurchases of accounts with a balance of 100 or less K Shares, K-I Shares and/or K-T Shares at the time the Company receives the request, in order to reduce the expense of maintaining small accounts. Thereafter, the Company will honor the remaining quarterly repurchase requests on a pro rata basis. Unfulfilled requests for repurchase will be carried over automatically to subsequent repurchase periods unless a stockholder withdraws the request for repurchase five business days prior to the next repurchase date.

On March 2, 2026, the Board determined that the Funding Limitation was reached with respect to share repurchase requests for the quarter ended December 31, 2025, as there were insufficient net proceeds from the DRIP to fund all share repurchase requests. Requests to repurchase deceased stockholders’ shares will be repurchased in full. There were no repurchase requests of shares received by the Company within category (i) or (ii) above. The remaining repurchase requests of shares received by the Company will be repurchased based on a proration of approximately 3.6% of the shares made in the requests.

SIGNATURES

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.

	PROCACCIANTI HOTEL REIT, INC.
Date: March 3, 2026	By:	/s/ Gregory Vickowski
		Gregory Vickowski
		Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB