Procaccianti Hotel REIT, Inc. - 8-K

Item 8.01 Other Events.

Prorated Share Repurchases for 2026 First Quarter Repurchase
Date

Pursuant to its Amended
and Restated Share Repurchase Program (the “SRP”), Procaccianti Hotel REIT, Inc. (the “Company”) limits the number
of shares repurchased pursuant to the SRP as follows: (1) the Company will not repurchase in excess of 5.0% of the weighted average number
of shares of its Class K common stock (“K Shares”), shares of its Class K-I common stock (“K-I Shares”) and shares
of its class K-T common stock (“K-T Shares”) outstanding during the trailing 12 months prior to the end of the fiscal quarter
for which repurchases are being paid (provided, however, that while shares subject to a repurchase requested upon the death of a stockholder
will be included in calculating the maximum number of shares that may be repurchased, shares subject to a repurchase requested upon the
death of a stockholder will not be subject to the percentage cap); and (2) funding for the repurchase of K Shares, K-I Shares and K-T
Shares will be limited to net proceeds the Company receives from the sale of shares under its distribution reinvestment plan (“DRIP”)
and any other operating funds that may be authorized by the Company’s board of directors (the “Board”), in its sole
discretion (such limitation under (2), the “Funding Limitation”). The foregoing limits might prevent the Company from accommodating
all repurchase requests made in any fiscal quarter or in any 12-month period, in which case quarterly repurchases will generally be made
pro rata, as described below. If the Company cannot purchase all shares presented for repurchase in any fiscal quarter due to the Funding
Limitation and/or the limit on the number of shares the Company may repurchase during any year, the Company will give first priority to
the repurchase of deceased stockholders’ shares.

If sufficient funds are
not available to pay all such repurchases in full, the requests to repurchase deceased stockholders’ shares would be honored on
a pro rata basis. The Company will next give priority to (i) requests of stockholders with “qualifying disabilities” (as defined
in the SRP), and in the discretion of the Board, stockholders with another involuntary exigent circumstance, such as bankruptcy, and (ii)
next, to requests for full repurchases of accounts with a balance of 100 or less K Shares, K-I Shares and/or K-T Shares at the time the
Company receives the request, in order to reduce the expense of maintaining small accounts. Thereafter, the Company will honor the remaining
quarterly repurchase requests on a pro rata basis. Unfulfilled requests for repurchase will be carried over automatically to subsequent
repurchase periods unless a stockholder withdraws the request for repurchase five business days prior to the next repurchase date.

On May 26, 2026, the Board determined that the
Funding Limitation was reached with respect to share repurchase requests for the quarter ended March 31, 2026, as there were insufficient
net proceeds from the DRIP to fund all share repurchase requests. Requests to repurchase deceased stockholders’ shares will be repurchased
in full. There were no repurchase requests of shares received by the Company within category (i) or (ii) above. The remaining repurchase
requests of shares received by the Company will be repurchased based on a proration of approximately 1.3% of the shares made in the requests.