Material Event (Form 8-K)

Item 8.01. Other Events.

Advisory Agreement Renewal

On July 27, 2026, the board of directors of Procaccianti Hotel REIT, Inc. (the "Company"), including all independent directors of the Company, after review of the performance of Procaccianti Hotel Advisors, LLC, the Company's advisor (the "Advisor"), during the last year, authorized the Company to execute a mutual consent to renew the Second Amended and Restated Advisory Agreement (as renewed, the "Advisory Agreement"), by and among the Company, Procaccianti Hotel REIT, L.P., the Company's wholly owned subsidiary and operating partnership (the "Operating Partnership"), and the Advisor, for a one-year term commencing August 2, 2026.

Suitability Standards

The suitability standards for Class K and Class K-I stockholders electing to participate in the distribution reinvestment plan set forth in the section captioned, "Suitability Standards" in our current Class K and Class K-I public offering prospectus (the "Prospectus") included in our Registration Statement on Form S-3 (File No. 333-257360) are hereby updated to incorporate the following suitability standards applicable to California stockholders holding Class K or Class K-I shares that elect to participate in our distribution reinvestment plan with respect to such shares on and after August 4, 2026.

To participate in the distribution reinvestment plan, a California investor must meet either of the following suitability standards:

In addition to the foregoing suitability standard, a California investor's maximum investment in our common stock cannot exceed 10% of the California investor's net worth (exclusive of home, home furnishings and automobiles).