PROCACCIANTI HOTEL REIT, INC. 8-K

What Happened
Procaccianti Hotel REIT, Inc. (PRXA) filed an 8-K reporting that on May 26, 2026 its Board determined funding under its Amended and Restated Share Repurchase Program (SRP) was insufficient to satisfy all repurchase requests for the quarter ended March 31, 2026. Because net proceeds from the company’s distribution reinvestment plan (DRIP) were insufficient, the Company applied the SRP’s funding and percentage limits and repurchased deceased stockholders’ shares in full; remaining requests were honored on a pro rata basis at approximately 1.3%.

Key Details

• Board determination date: May 26, 2026; quarter affected: ended March 31, 2026.
• Pro rata fill of remaining repurchase requests: ~1.3% of shares requested.
• SRP limits: (1) no repurchases in excess of 5.0% of the weighted average number of Class K, K-I and K-T shares outstanding (trailing 12 months), subject to the SRP’s special treatment for deceased-stockholder requests; (2) funding limited to net DRIP proceeds and any other operating funds the Board authorizes (the “Funding Limitation”).
• Priority order: deceased stockholders paid first (paid in full), then requests from stockholders with qualifying disabilities or involuntary exigent circumstances, then full repurchases of accounts with ≤100 shares; unfulfilled requests carry over automatically unless withdrawn five business days before the next repurchase date. No requests fell into the qualifying-disability or small-account categories this quarter.

Why It Matters
This filing affects shareholders seeking liquidity through the SRP: because repurchases are capped by a percentage limit and by available DRIP proceeds, most voluntary repurchase requests for Q1 2026 were largely unmet and were significantly prorated (~1.3%). Deceased-stockholder claims were honored in full, but other holders should expect possible delays or partial fills and that unfilled requests will roll forward to future repurchase periods unless withdrawn. Investors who may want repurchases should note the SRP’s priority rules, the 5% cap, and the funding dependence on DRIP proceeds.