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): ~~June~~July 162, 2025

STIRLING HOTELS & RESORTS, INC.

(Exact name of registrant as specified in its charter)

Maryland

000-56623

93-3514045

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway, Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable

(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))

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. ☐

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

ITEM 8.01 OTHER EVENTS.

~~July~~June 1, 2025 ~~Transaction Price~~Distributions

~~The~~On ~~transaction~~July ~~price~~2, ~~for~~2025, ~~each~~Stirling ~~share~~Hotels ~~class~~& ofResorts, ~~our~~Inc. ~~common~~(the ~~stock~~“Company”) ~~for~~declared ~~subscriptions~~distributions ~~accepted~~for aseach class of ~~July~~its 1,common ~~2025~~stock (~~and~~as ~~repurchases~~well as ofcorresponding ~~June~~OP ~~30, 2025~~units) isin asthe ~~follows~~amounts per share set forth below:

	Transaction Price (per share)
	Gross Distributions		Distribution Fee		Net Distributions
Class D	$	27.0149
As of July 2, 2025
Class I	$	27.0840
Class D Shares	$	0.1042	$	0.0056	$	0.0986
Class S	$	27.1730
Class I Shares	$	0.1042	$	—	$	0.1042
Class T	$	27.1730
Class S Shares	$	0.1042	$	0.0192	$	0.0850
Class T Shares	$	0.1042	$	0.0192	$	0.0850
Class E Shares	$	0.1042	$	—	$	0.1042

~~May~~The 31net distributions for each class of common stock (which represents the gross distributions less distribution fees for the applicable class of common stock) are payable to stockholders of record immediately following the close of business on June 30, 2025 ~~NAV~~and ~~per~~will ~~Share~~be paid on or about July 15, 2025. These distributions will be paid in cash or reinvested in shares of the Company’s common stock for stockholders participating in the Company’s distribution reinvestment plan.

Our board of directors, including a majority of our independent directors, has adopted valuation guidelines, as amended from time to time, that contain a comprehensive set of methodologies to be used by our Advisor and our independent valuation advisor in connection with estimating the values of our assets and liabilities for purposes of our NAV calculation. Our NAV per share, which is updated as of the last calendar day of each month, is made available on our toll-free, automated telephone line at (833) 591-3088. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Form 10 for how our NAV is determined. The Advisor is ultimately responsible for determining our NAV. All our property investments are appraised annually by third-party appraisal firms in accordance with our valuation guidelines and such appraisals are reviewed by our independent valuation advisor. We have included a breakdown of the components of total NAV and NAV per share for May 31, 2025.

Our total NAV presented in the following tables includes the NAV of all of our outstanding common stock as well as partnership units in the Operating Partnership held by parties other than us. The following table provides a breakdown of the major components of our total NAV as of May 31, 2025 ($ and shares in thousands, except per share/unit data):

Components of NAV
Investments in real properties	$	67,800
Cash and cash equivalents	4,224
Restricted cash	1,428
Other assets	966
Mortgage notes, term loans, and revolving credit facilities, net	(31,179)
Other liabilities	(2,112)
Management fee payable	(91)
Non-controlling interests in joint ventures	—
Net asset value	$	41,036
Number of outstanding shares/units	1,515
NAV per share/unit	$	27.0899

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of May 31, 2025 ($ and shares in thousands, expect per share/unit data):

	Class D Shares		Class S Shares		Class T Shares		Class I Shares		Third Party Operating Partnership Units1		Total
As of May 31, 2025
Net Asset Value	$	1	$	1	$	1	$	190	$	40,845	$	41,036
Number of outstanding shares/units	—		—		—		7		1,508		1,515
NAV per share/unit	$	27.0149	$	27.1730	$	27.1730	$	27.0840	$	27.0900	$	27.0899

_____________

(1) Includes the partnership interest of the Operating Partnership held by the Special Limited Partner, if any.

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the April 30, 2025 valuations:

						Discount Rate						Exit Capitalization Rate
Hotel properties						10.30		%				8.62		%

A change in these assumptions would impact the calculation of the value of our hotel properties. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our property values:

Sensitivities	Change	Asset Values
Discount rate	0.25% decrease	$	69,100
	0.25% increase	$	66,400
Exit capitalization rate	0.25% decrease	$	68,400
	0.25% increase	$	67,000

April 30, 2025 NAV per Share

Our total NAV presented in the following tables includes the NAV of all of our outstanding common stock as well as partnership units in the Operating Partnership held by parties other than us. The following table provides a breakdown of the major components of our total NAV as of April 30, 2025 ($ and shares in thousands, except per share/unit data):

Components of NAV
Investments in real properties	$	67,500
Cash and cash equivalents	4,521
Restricted cash	1,117
Other assets	1,052
Mortgage notes, term loans, and revolving credit facilities, net	(31,218)
Other liabilities	(2,230)
Management fee payable	(80)
Non-controlling interests in joint ventures	—
Net asset value	$	40,662
Number of outstanding shares/units	1,509
NAV per share/unit	$	26.9468

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of April 30, 2025 ($ and shares in thousands, expect per share/unit data):

	Class D Shares		Class S Shares		Class T Shares		Class I Shares		Third Party Operating Partnership Units1		Total
As of April 30, 2025
Net Asset Value	$	1	$	1	$	1	$	188	$	40,471	$	40,662
Number of outstanding shares/units	—		—		—		7		1,502		1,509
NAV per share/unit	$	26.8686	$	27.0129	$	27.0129	$	26.9413	$	26.9469	$	26.9468

_____________

(1) Includes the partnership interest of the Operating Partnership held by the Special Limited Partner, if any.

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.

	STIRLING HOTELS & RESORTS, INC.
Dated: June 16, 2025	By:	/s/ Stephen Zsigray
Dated: July 3, 2025	By:	/s/ Stephen Zsigray
		Stephen Zsigray
		Chief Financial Officer

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