[8-K] PROCACCIANTI HOTEL REIT, INC. Reports Material Event

Rhea-AI Filing Summary

Procaccianti Hotel REIT, Inc. reported that its 2025 annual meeting of stockholders, convened on December 19, 2025, did not have enough common shares present or represented by proxy to reach a quorum. Because of this, the meeting was adjourned without any business being conducted.

The meeting is scheduled to reconvene at the company’s Cranston, Rhode Island offices on January 19, 2026, at 10:00 a.m. Eastern Time, using the same October 14, 2025 record date to determine who is eligible to vote. Proxies already submitted will be used at the reconvened meeting unless revoked, and the proposals and proxy materials remain unchanged.

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): December 19, 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)		(IRS 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.

On December 19, 2025, at 10:00 a.m. Eastern Time, Procaccianti Hotel REIT, Inc. (the “Company”) convened its 2025 annual meeting of stockholders (the “Annual Meeting”). At that time, there were not present or represented by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. Accordingly, the Company adjourned the Annual Meeting without any business being conducted. The adjourned meeting will reconvene at the Company’s offices located at 1140 Reservoir Avenue, Cranston, Rhode Island on January 19, 2026, at 10:00 a.m. Eastern Time, to vote on the proposals described in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on October 28, 2025 (the “Proxy Statement”). The record date for determining stockholder eligibility to vote at the reconvened Annual Meeting will remain the close of business on October 14, 2025.

During the period of the adjournment, the Company will continue to solicit proxies with respect to the proposals set forth in the Proxy Statement. Proxies previously submitted in respect of the Annual Meeting will be voted at the reconvened meeting unless properly revoked, and stockholders who have already submitted a proxy to vote their shares need not take any action.

No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Proxy Statement and any other materials filed by the Company with the SEC remain unchanged and can be obtained free of charge at the SEC’s website at www.sec.gov.

SIGNATURE

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.
Dated: December 19, 2025	By:	/s/ Gregory Vickowski
		Gregory Vickowski
		Chief Financial Officer

FAQ

Why did Procaccianti Hotel REIT, Inc. (PRXA) adjourn its 2025 annual meeting?

The 2025 annual meeting was adjourned because there were not enough shares of common stock present or represented by proxy on December 19, 2025, to constitute a quorum, so no business could be conducted.

When will Procaccianti Hotel REIT, Inc. (PRXA) reconvene the 2025 annual meeting?

The adjourned 2025 annual meeting is scheduled to reconvene on January 19, 2026, at 10:00 a.m. Eastern Time at the company’s offices at 1140 Reservoir Avenue, Cranston, Rhode Island.

What is the record date for voting at PRXA’s reconvened 2025 annual meeting?

The record date to determine stockholders eligible to vote at the reconvened annual meeting remains the close of business on October 14, 2025.

Do PRXA stockholders need to resubmit proxies for the reconvened annual meeting?

Stockholders who have already submitted a proxy do not need to take any action. Previously submitted proxies will be voted at the reconvened meeting unless properly revoked during the adjournment period.

Have the proposals for PRXA’s 2025 annual meeting changed after the adjournment?

No changes have been made to the proposals to be voted on at the annual meeting. The proposals remain as described in the definitive proxy statement filed on October 28, 2025.

Where can investors access PRXA’s proxy statement for the 2025 annual meeting?

The proxy statement on Schedule 14A filed on October 28, 2025, and other related materials can be obtained free of charge from the SEC’s website at www.sec.gov.