PROCACCIANTI HOTEL REIT, INC. 8-K

What Happened

• Procaccianti Hotel REIT, Inc. (PRXA) filed a Form 8-K to update the “Suitability Standards” section of the prospectus in its Form S-3D registration statement.
• Effective following the close of business on February 2, 2026, the Alabama suitability standard for Class K, Class K‑I and Class K‑T stockholders participating in the company’s distribution reinvestment plan (DRIP) was revised.

Key Details

• Alabama investor eligibility now requires either: (i) minimum net worth of at least $350,000 (excluding home, furnishings and autos), or (ii) minimum net worth of at least $100,000 (excluding home, furnishings and autos) plus at least $100,000 in annual gross income.
• Alabama investors’ aggregate investment in Procaccianti and other non-traded direct participation programs (DPPs) generally cannot exceed 10% of the investor’s liquid net worth (cash, cash equivalents, readily marketable securities).
• The 10% concentration limit does NOT apply to: (a) investments made through participation in a distribution reinvestment program (DRIP), or (b) investors who are “accredited investors” under Rule 501(a) of Regulation D.
• “Non-traded DPPs” for these purposes include other REITs, business development companies, oil & gas programs, equipment leasing programs, and commodity pools, but exclude (x) securities listed on an exchange, (y) private offerings exempt from registration, and (z) registered investment companies.

Why It Matters

• This change clarifies who in Alabama is eligible to participate in the company’s DRIP and sets a concentration limit for non-traded DPP holdings, which can limit how much non-traded exposure some Alabama investors may have outside the DRIP.
• The update is procedural and regulatory — it modifies the prospectus suitability criteria rather than changing the company’s operations or financial results — but is material for Alabama residents considering purchases or reinvestment in the company’s Class K series shares.