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): May 28, 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.

May 2025 Distributions

On May 28, 2025, Stirling Hotels & Resorts, Inc. (the “Company”) declared distributions for each class of its common stock (as well as corresponding OP units) in the amounts per share set forth below:


	Gross Distributions		Distribution Fee		Net Distributions
As of May 28, 2025
Class D Shares	$	0.1042	$	0.0056	$	0.0986
Class I Shares	$	0.1042	$	—	$	0.1042
Class S Shares	$	0.1042	$	0.0191	$	0.0851
Class T Shares	$	0.1042	$	0.0191	$	0.0851
Class E Shares	$	0.1042	$	—	$	0.1042

The net 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 May 31, 2025 and will be paid on or about June 16, 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.

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 2, 2025	By:	/s/ Stephen Zsigray
		Stephen Zsigray
		Chief Financial Officer

Stirling Hotels & Resorts, Inc. 8-K