UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 9, 2025

LODGING FUND REIT III, INC.

(Exact Name of Registrant as Specified in Charter)


Maryland	000-56082	83-0556111
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1635 43rd Street South, Suite 205
Fargo, North Dakota	58103
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (701) 630-6500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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. ☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On September 9, 2025, David Ekman notified Lodging Fund REIT III, Inc. (the “Company”) that he declines to stand for re-election to the Board of Directors of the Company and resigns from the Board of Directors of the Company, effective as of September 9, 2025. His decision to resign was not a result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Additionally, on September 9, 2025, the Board of Directors of the Company appointed Samuel Montgomery, the Company’s Chief Financial Officer, to fill the vacancy created by the resignation of David Ekman. It is expected that Mr. Montgomery will stand for election at the 2025 Annual Meeting of Stockholders of the Company. Mr. Montgomery has not been named to any committees of the Board of Directors of the Company. Samuel Montgomery has served as the Company’s Chief Financial Officer since October 2020. Biographical information about Samuel Montgomery was previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on April 29, 2025.

There are no arrangements or understandings between Samuel Montgomery and any other persons pursuant to which he was selected as a director. There are no transactions between Mr. Montgomery, on the one hand, and the Company on the other, that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	LODGING FUND REIT III, INC.

Dated: September 23, 2025	BY:	/s/ Samuel C. Montgomery
		Samuel C. Montgomery
		Chief Financial Officer

Lodging Fund REIT III, Inc. 8-K