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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):
November 24, 2025
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 Third 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-1 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 November 24, 2025,
the Board determined that the Funding Limitation was reached with respect to share repurchase requests for the quarter ended September
30, 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
4.6% 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: November 26, 2025 |
By: |
/s/ Gregory Vickowski |
| |
|
Gregory Vickowski |
| |
|
Chief Financial Officer |
