UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
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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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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).
| Emerging growth company | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
Item 1.01. Entry into a Material Definitive Agreement.
Loan Interest Rate Modification
As previously disclosed, PHR TCI, LLC, a Delaware limited liability company and wholly-owned subsidiary of Procaccianti Hotel REIT, Inc. (the “Company”), as borrower, and Berkshire Bank, as lender, entered into a Commercial Real Estate Mortgage Loan Agreement (the “Refinancing Loan”) and related promissory note (the “Refinancing Note”) with respect to the Hotel Indigo Traverse City located in Traverse City, Michigan (the “Traverse City Hotel”). The Refinancing Loan and the Refinancing Note were described in, and filed as exhibits to, the Company’s Current Report on Form 8-K filed on June 10, 2024.
On May 6, 2026, PHR TCI, LLC, as borrower, and Beacon Bank & Trust, successor by merger to Berkshire Bank (the “Lender”), as lender, entered into a Change in Terms Agreement (the “Change in Terms Agreement”) with respect to the Refinancing Loan and the Refinancing Note. Effective as of the date of the Change in Terms Agreement, the interest rate applicable to the Refinancing Loan was reduced to a fixed rate of 6.50% per annum for the remainder of the initial term of the Refinancing Loan, which currently matures on June 6, 2027.
As of the date of the Change in Terms Agreement, the outstanding principal balance of the Refinancing Loan remains $15,600,000. Except as described above, the Change in Terms Agreement does not modify the stated maturity date, the collateral securing the Refinancing Loan, the Refinancing Corporate Guaranty provided by the Company, or any other material terms of the Refinancing Loan or the Refinancing Note, all of which remain in full force and effect as previously disclosed.
The foregoing summary of the Change in Terms Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Change in Terms Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Change in Terms Agreement, dated May 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| PROCACCIANTI HOTEL REIT, INC. | ||
| Date: May 12, 2026 | By: | /s/ Gregory Vickowski |
| Gregory Vickowski | ||
| Chief Financial Officer | ||
Exhibit 10.1
CHANGE IN TERMS AGREEMENT
| Principal $15,600,000.00 |
Loan Date 05-06-2026 |
Maturity 06-06-2027 |
Loan No 10022099-1 |
Call / Cori | Account | Officer *** |
Initials |
| References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. | |||||||
| Borrower: | PHR TCI LLC 1140 Reservoir Ave Cranston, RI 02902
|
Lender: | Beacon Bank & Trust successor by merger to Berkshire Bank BB/CML Central MA 386 Main Street Worcester, MA 01608 |
| Principal Amount: $15,600,000.00 | Date of Agreement: May 6, 2026 |
DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note dated June 6, 2024 in the original Principal amount of $15,600,000.00 from Borrower to Lender, with a current Maturity Date of June 6, 2027 and a current balance of $15,600,000.00, together with all renewals of, extensions of, modifications of, refinancing's of, consolidations of, and substitutions for the Note or Credit agreement. The parties decided to further revise certain terms of the Note.
DESCRIPTION OF COLLATERAL.
1. Commercial Mortgage and An Assignment of Leases and Rents on property located at 263 W Grandview Parkway, Traverse City, MI 49684.
2. All business assets filing on PHR TCI LLC.
DESCRIPTION OF CHANGE IN TERMS. Effective the date of this agreement, the interest rate is hereby reduced to 6.50% for the remainder of the initial term through 6/6/2027.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.
ERRORS AND OMISSIONS. In consideration of the Loan made by Lender, Borrower hereby represents and promises that upon a request made by Lender: (A) Borrower will execute any and all documents Lender requires or deems necessary or desirable in the reasonable discretion of Lender to assure itself or any of its actual or potential investors, guarantors, or purchasers (1) that the obligations undertaken by Borrower in connection with this document will be faithfully performed, (2) that any and all documents and instruments signed by Borrower in connection with the Loan are accurate statements as to the truth of the matters set forth in them and constitute binding obligations upon Borrower according to their tenor, and/or (3) as to the amount of the Loan outstanding from time to time and the date and amount of payments made in respect of the Loan; and (B) to facilitate and enable full execution and record of all necessary, appropriate, and accurate documents related to the Loan, Borrower will (1) re-execute any document or instrument signed in connection with the Loan, (2) execute any document or instrument that ought to have been but may not have been signed at or before the closing of the Loan, and (3) execute any document in connection with the Loan to replace any document that was previously incorrectly drafted and signed. Borrower will fully cooperate and comply with all such requests within seven (7) days. Borrower's failure to comply with its obligations under this paragraph shall constitute a default or Event of Default under this document and shall entitle Lender to all remedies available to it upon the occurrence of a default or Event of Default.
THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
| CHANGE IN TERMS AGREEMENT | ||
| (Continued) | Page 2 |
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
| BORROWER: | ||
| PHR TCI LLC | ||
| PROCACCIANTI HOTEL REIT, L.P., Member of PHR TCI LLC | ||
| PROCACCIANTI HOTEL REIT, LP, LLC, General Partner of Procaccianti Hotel REIT, L.P. | ||
| PROCACCIANTI HOTEL REIT, INC., Member of Procaccianti Hotel REIT, LP, LLC | ||
| By: | /s/ James A. Procaccianti | (Seal) |
| James A. Procaccianti, President of Procaccianti | ||
| Hotel REIT, Inc. | ||
| LENDER: | ||
| BEACON BANK & TRUST SUCCESSOR BY MERGER TO BERKSHIRE BANK | ||
| X | /s/ Angela DiPasquale | |
| Angela DiPasquale, VP Comm Relationship, Mgr II CRE | ||
LaserPro, Ver. 25.2.20.003 Copr. Finastra USA Corporation 1997, 2028. All Rights Reserved. - MA DAPROSUITBCFIILPI3D20C.FC TR-20895 PR-6
Cover |
May 06, 2026 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 06, 2026 |
| Entity File Number | 000-56272 |
| Entity Registrant Name | PROCACCIANTI HOTEL REIT, INC. |
| Entity Central Index Key | 0001692345 |
| Entity Tax Identification Number | 81-3661609 |
| Entity Incorporation, State or Country Code | MD |
| Entity Address, Address Line One | 1140 Reservoir Avenue |
| Entity Address, City or Town | Cranston |
| Entity Address, State or Province | RI |
| Entity Address, Postal Zip Code | 02920-6320 |
| City Area Code | 401 |
| Local Phone Number | 946-4600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |