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): ~~July~~August 3126, 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~~Prorated ofShare ~~Distributions~~Repurchases for 2025 Second Quarter Repurchase Date

OnPursuant ~~July~~to ~~31,~~its ~~2025,~~Amended and ~~the~~Restated ~~board of~~Share ~~directors~~Repurchase Program (the “~~Board~~SRP”), of Procaccianti Hotel REIT, Inc. (the “Company”) limits the number of shares repurchased pursuant to the SRP as follows: (i1) ~~authorized~~ the ~~payment~~Company will not repurchase in excess of ~~distributions~~5.0% of the weighted average number ~~out~~of shares of ~~legally~~its ~~available~~Class ~~funds~~K ~~with~~common ~~respect~~stock to(“K ~~each~~Shares”), ~~share~~shares of its Class K-1 common stock (“K-I ~~Share~~Shares”) and ~~Class~~shares of its class K-IT common stock (“K-~~I Share~~T Shares”) outstanding asduring the trailing 12 months prior to the end of ~~June~~the ~~30,~~fiscal ~~2025~~quarter for which repurchases are being paid (~~the~~provided, ~~“Common~~however, ~~Stock~~that ~~Distributions”)~~while shares subject to a repurchase requested upon the ~~holders~~death of ~~record~~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, ~~and~~ K-I Shares and ~~(ii)~~K-T Shares onwill ~~behalf~~be oflimited to net proceeds the Company asreceives from the ~~general~~sale ~~partner~~ of ~~Procaccianti~~shares ~~Hotel~~under ~~REIT,~~its ~~L.P.,~~distribution reinvestment plan (“DRIP”) and any other operating funds that may be authorized by the Company’s ~~operating~~board ~~partnership~~ of directors (the “~~Operating Partnership~~Board”), ~~authorized~~in ~~distributions~~its ~~out~~sole discretion of(such ~~legally~~limitation ~~available~~under ~~funds~~ (2), the “~~Class~~Funding KLimitation”). OPThe ~~Unit~~foregoing ~~Distributions”) with~~limits ~~respect~~might toprevent ~~each~~the ~~unit~~Company offrom ~~Class~~accommodating all Krepurchase ~~limited~~requests ~~partnership~~made ~~interest~~in any fiscal quarter or in ~~the~~any ~~Operating~~12-month ~~Partnership~~period, ~~(the~~in ~~“Class~~which Kcase OPquarterly ~~Units”)~~repurchases ~~held by~~will ~~individuals~~generally ~~with~~be ~~direct~~made pro orrata, ~~indirect~~as ~~interests~~described inbelow. If the ~~seller~~Company ofcannot ~~the~~purchase ~~Hilton~~all ~~Garden~~shares ~~Inn~~presented ~~hotel~~for ~~property~~repurchase ~~(the~~in ~~“Property”)~~any ~~who are~~fiscal ~~direct~~quarter ordue ~~indirect~~to ~~owners~~the ofFunding Limitation ~~Procaccianti~~and/or ~~Companies,~~the ~~Inc.,~~limit on the ~~sponsor~~number of shares the Company, ~~and~~may ~~Procaccianti~~repurchase ~~Hotel~~during ~~Advisors,~~any ~~LLC~~year, the ~~external advisor~~Company towill ~~the~~give ~~Company~~first (priority to the ~~“Affiliate~~repurchase ~~Sellers”)~~of deceased stockholders’ shares.

~~Common~~If ~~Stock~~sufficient ~~Distributions~~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.

~~With~~On ~~respect~~August to26, 2025, the Board Kdetermined ~~Shares and~~that ~~K-I~~the ~~Shares~~Funding ~~outstanding~~Limitation aswas ofreached ~~and~~with ~~during~~respect to share repurchase requests for the quarter ended June 30, 2025, as ~~the~~there ~~cumulative~~were ~~amount~~insufficient ofnet ~~distributions~~proceeds ~~that~~from ~~had~~the ~~accrued~~DRIP ~~on a~~to ~~daily~~fund ~~basis~~all ~~with~~share ~~respect~~repurchase torequests. ~~each~~Requests Kto ~~Share~~repurchase ~~and~~deceased ~~K-I~~stockholders’ shares ~~Share~~will ~~outstanding~~be ~~since~~repurchased ~~March~~in ~~31,~~full. ~~2025,~~There was ~~$676,113~~one ~~and~~request ~~$247,029,~~within ~~respectively~~category (~~the “K~~i) ~~Share~~above; ~~Accrual” and the “K-I Share Accrual~~however,” ~~respectively),~~it orwas ~~$0.001917808~~not ~~per~~prioritized Kby ~~Share~~the ~~per day and $0~~Company.~~001917808~~ There ~~per~~were ~~K-I~~no ~~Share~~repurchase ~~per~~requests ~~day,~~of ~~which~~shares ~~reflects~~received anby ~~accrual~~the ~~rate~~Company ofwithin ~~seven~~category ~~percent~~(ii) ~~per~~above. ~~annum~~The ~~for~~remaining ~~each~~repurchase ~~share~~requests ~~class~~of ~~under~~shares received by the Company’s ~~charter. The~~will ~~Board~~be ~~authorized~~repurchased ~~the~~based ~~payment~~on ofa ~~distributions~~proration inof anapproximately ~~aggregate~~2.4% ~~amount~~of ~~equal to~~ the Kshares ~~Share~~made ~~Accrual~~in ~~and~~the ~~K-I Share Accrual~~requests.

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 June 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 March 31, 2025, was $22,360 (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: August 1, 2025	By:	/s/ Gregory Vickowski
Date: August 26, 2025	By:	/s/ Gregory Vickowski
		Gregory Vickowski
		Chief Financial Officer

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