Management Change/Compensation (Form 8-K)

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

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On September 9, 2025, David Ekman notified Lodging Fund REIT III, Inc. (the "Company") that he declines to stand for re-election to the Board of Directors of the Company and resigns from the Board of Directors of the Company, effective as of September 9, 2025. His decision to resign was not a result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices.

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Additionally, on September 9, 2025, the Board of Directors of the Company appointed Samuel Montgomery, the Company's Chief Financial Officer, to fill the vacancy created by the resignation of David Ekman. It is expected that Mr. Montgomery will stand for election at the 2025 Annual Meeting of Stockholders of the Company. Mr. Montgomery has not been named to any committees of the Board of Directors of the Company. Samuel Montgomery has served as the Company's Chief Financial Officer since October 2020. Biographical information about Samuel Montgomery was previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on April 29, 2025.

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There are no arrangements or understandings between Samuel Montgomery and any other persons pursuant to which he was selected as a director. There are no transactions between Mr. Montgomery, on the one hand, and the Company on the other, that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

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