PRXA Board authorizes payment of accrued Q3 share distributions

Rhea-AI Filing Summary

Procaccianti Hotel REIT, Inc. announced Board authorization to pay accrued distributions out of legally available funds. For the quarter ended September 30, 2025, cumulative distributions accrued on Class K and Class K‑I common stock were $682,533 and $251,272, respectively, accruing daily at $0.001917808 per share (a seven percent per annum rate). The Board also approved payment of $22,606 in cumulative distributions on Class K OP Units held by Affiliate Sellers, accruing at $0.001917808 per unit per day at the same seven percent annual rate.

Insights

REIT Governance and Capital Allocation Analyst

Board authorizes payment of accrued 7% distributions to Class K/K‑I holders and affiliated OP unitholders; confirms ongoing accrual mechanics and related-party participation.

The board authorized paying accrued distributions for the quarter ended September 30, 2025 at the charter-stated 7% rate. Aggregate authorizations include $682,533 for Class K, $251,272 for Class K‑I, and $22,606 for Class K OP Units. Accruals ran at $0.001917808 per share or OP unit per day, with payments from legally available funds.

This confirms the distribution framework rather than changing it. The authorization also covers Class K OP Units held by affiliate sellers tied to the Hilton Garden Inn property, making the related-party angle explicit. The key dependency is continued availability of funds to sustain the 7% accrual pattern. Watch the actual cash payment timing following the October 29, 2025 authorization and future quarters to see if the per‑day rate and aggregate accruals remain consistent under the charter.

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.

Understanding 8-K Material Events →

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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): October 29, 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.

Payment of Distributions

On October 29, 2025, the board of directors (the “Board”) of Procaccianti Hotel REIT, Inc. (the “Company”) (i) authorized the payment of distributions out of legally available funds with respect to each share of Class K common stock (“K Share”) and Class K-I common stock (“K-I Share”) outstanding as of September 30, 2025 (the “Common Stock Distributions”) to the holders of record of K Shares and K-I Shares and (ii) on behalf of the Company as the general partner of Procaccianti Hotel REIT, L.P., the Company’s operating partnership (the “Operating Partnership”), authorized distributions out of legally available funds (the “Class K OP Unit Distributions”) with respect to each unit of Class K limited partnership interest in the Operating Partnership (the “Class K OP Units”) held by individuals with direct or indirect interests in the seller of the Hilton Garden Inn hotel property (the “Property”) who are direct or indirect owners of Procaccianti Companies, Inc., the sponsor of the Company, and Procaccianti Hotel Advisors, LLC, the external advisor to the Company (the “Affiliate Sellers”).

Common Stock Distributions

With respect to the K Shares and K-I Shares outstanding as of and during the quarter ended September 30, 2025, the cumulative amount of distributions that had accrued on a daily basis with respect to each K Share and K-I Share outstanding since June 30, 2025, was $682,533 and $251,272, respectively (the “K Share Accrual” and the “K-I Share Accrual,” respectively), or $0.001917808 per K Share per day and $0.001917808 per K-I Share per day, which reflects an accrual rate of seven percent per annum for each share class under the Company’s charter. The Board authorized the payment of distributions in an aggregate amount equal to the K Share Accrual and K-I Share Accrual.

Class K OP Unit Distributions

With respect to the Class K OP Units held by the Affiliate Sellers of the Property that were outstanding as of and during the quarter ended September 30, 2025, the cumulative amount of distributions that had accrued on a daily basis with respect to each Class K OP Unit for the period commencing with the date of issuance of Class K OP Units through June 30, 2025, was $22,606 (the “Class K OP Unit Accrual”), or $0.001917808 per Class K OP Unit per day, which reflects an accrual rate of seven percent per annum. The Board authorized the payment of distributions in an aggregate amount equal to the Class K OP Unit Accrual.

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: October 31, 2025	By:	/s/ Gregory Vickowski
		Gregory Vickowski
		Chief Financial Officer

FAQ

What did PRXA announce regarding distributions?

The Board authorized payment of accrued distributions on Class K and Class K‑I common shares and on Class K OP Units, all from legally available funds.

How much accrued for PRXA Class K and Class K‑I shares for Q3 2025?

Cumulative accruals were $682,533 for Class K and $251,272 for Class K‑I, for the quarter ended September 30, 2025.

What daily accrual rate applies to PRXA shares and OP Units?

Each accrues at $0.001917808 per share or per unit per day, reflecting a seven percent per annum rate.

What amount was authorized for PRXA Class K OP Unit distributions?

The Board authorized payment of $22,606 in cumulative distributions on Class K OP Units held by Affiliate Sellers.

Which PRXA holders receive the Class K OP Unit distributions?

Holders of Class K OP Units held by individuals with interests in the Property’s seller who are owners of Procaccianti Companies, Inc. and Procaccianti Hotel Advisors, LLC.

What record period applies to PRXA’s common stock distributions?

Distributions were authorized for K and K‑I shares outstanding as of and during the quarter ended September 30, 2025.