8-K

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):June 24, 2024

PROCACCIANTI HOTEL REIT, INC.

(Exact Name of Registrant as Specified in ItsCharter)

(401) 946-4600

(Registrant’s telephone number, includingarea code)

N/A

(Former name or former address, if changed sincelast 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:

Securities registered pursuant to Section 12(b) of the Act:

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).

Item 7.01. Regulation FD Disclosure.

Beginning June 24, 2024, in connection with the announcement of the calculation of an estimated value per share for shares of its common stock, Procaccianti Hotel REIT, Inc. will use the attached talking points in conversations and meetings with stockholders. A copy of the talking points is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, such exhibit and the information set forth therein is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

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.

Exhibit 99.1

CRANSTON, RHODE ISLAND – JUNE 24, 2024. As you may be aware, on June 17, 2024, the board of directors (the “Board”) of Procaccianti Hotel REIT, Inc. (the “PROC Hotel REIT” or the “Company”) at the recommendation of the Audit Committee of the Board, comprised solely of independent directors, unanimously approved and established an estimated net asset value (“NAV”) for the Company’s: (i) K-I Shares of $10.17 per share; (ii) K Shares of $10.17 per share; (iii) K-T Shares of $12.23 per share; (iv) A Shares of $9.82 per share; and (v) B Shares of $0.00 per share (collectively, the “Estimated Per Share NAVs”). In connection with the Estimated Per Share NAVs, PROC Hotel REIT would like to communicate the following factors:

For a full description of the methodology and assumptions used to determine the estimated per share NAVs and the limitations of the Estimated Per Share NAVs, please see PROC Hotel REIT’s Current Report on Form 8-K that was filed with the U.S. Securities and Exchange Commission (“SEC”) on June 20, 2024.

ABOUT PROC HOTEL REIT

PROC Hotel REIT is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2018. PROC Hotel REIT intends to acquire and own a diversified portfolio of hospitality properties consisting primarily of existing extended-stay, select-service and compact full-service hotel properties that are classified in the “upper midscale,” “upscale,” and “upper upscale” chain scales of the hospitality industry, as defined by Smith Travel Research, and that are operated under widely recognized brands licensed from hotel franchisors. For some of the hotel properties PROC Hotel REIT acquires, it intends to execute a modest value-add strategy, whereby PROC Hotel REIT acquires assets underperforming their full potential in high-demand markets, remedies operational or managerial inefficiencies, implements sophisticated revenue optimization strategies, invests additional capital to improve the competitiveness of the assets, and increases occupancies, average daily rates, and the property value.

PROC Hotel REIT’s sponsor, Procaccianti Companies, Inc. (Est. 1958), is one of the most respected privately-held real estate investment and services firms in the United States, and the initial public offering of PROC Hotel REIT, which terminated on August 13, 2021, was distributed by S2K Financial LLC, a distributor of institutional-based investment programs.

CONTACT

info@s2kco.com

(877)227-4141

FORWARD-LOOKING STATEMENTS

Certain statements contained in these talkingpoints, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limitedto, statements related to the Company’s expectations regarding the performance of its business and the Estimated Per Share NAVsof the Company’s common and capital stock; any changes to the Company’s distribution policy; the Company’s expectationsregarding its future operations and long-term financial prospects, inflationary pressures and interest rate increases. Stanger reliedon forward-looking information, some of which was provided by or on behalf of the Company, in preparing its valuation materials. Therefore,neither such statements nor Stanger’s valuation materials are intended to, nor shall they, serve as a guarantee of the Company’sperformance in future periods. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-lookingstatements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors”in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as updated by the Company’s subsequent QuarterlyReport on Form 10-Q for the period ended March 31, 2024 filed with the SEC. Accordingly, there are or will be important factors that couldcause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construedas exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form8-K and in the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-lookingstatement, whether as a result of new information, future events or otherwise. Actual events may cause the value and returns on the Company’sinvestments to be less than that used for purposes of the Company’s Estimated Per Share NAVs.