Material Event (Form 8-K)

Item 8.01 Other Events.

Update to "Suitability Standards"

This Current Report on Form 8-K is being filed to update the prospectus (the "Prospectus") included in the Registration Statement on Form S-3D (File No. 333-257360) of Procaccianti Hotel REIT, Inc. (referred to herein as the "Company," "we," "our," or "us"). Effective following the close of business on February 2, 2026, the suitability standards for Class K, Class K-I and Class K-T stockholders participating in our distribution reinvestment plan listed in the section captioned, "Suitability Standards" on page 1 of the Prospectus are hereby updated to delete and replace the Alabama suitability standard with the following standard:

Alabama. An Alabama investor must have either (i) a minimum net worth of at least $350,000 (excluding the value of an investor's home, furnishings and automobiles), or (ii) a minimum net worth of at least $100,000 (excluding the value of an investor's home, furnishings and automobiles) and a minimum annual gross income of at least $100,000. In addition, an Alabama investor's aggregate investment in us and other non-traded direct participation programs shall not exceed 10% of such Alabama investor's liquid net worth at the time of investment. For these purposes, "liquid net worth" is the portion of an individual's net worth consisting of cash, cash equivalents, and readily marketable securities. This 10% concentration limit will not apply to investments made by an Alabama investor as a result of participation in a distribution reinvestment program, nor will it apply to any Alabama investor that is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

For purposes of the "Suitability Standards" section of the Prospectus, investments in other "non-traded direct participation programs" include investments in other REITs, business development companies, oil and gas programs, equipment leasing programs, and commodity pools, but exclude investments in securities (x) listed on a securities exchange, (y) sold pursuant to a private offering that is exempt from federal and state registration requirements, and (z) issued by any investment company registered pursuant to the Investment Company Act of 1940, as amended.