Lodging Fund REIT III, Inc. is a Maryland corporation formed in 2018 that operates as a REIT, acquiring and managing a diversified portfolio of hotel properties (limited-, select-, full-service, and extended-stay) primarily in America’s Heartland through its operating partnership with advisory services from Legendary Capital REIT III, LLC.

# Lodging Fund REIT III, Inc.

## Corporate identity and formation
- Formed on April 9, 2018 as a Maryland corporation.
- Primary purpose is to acquire a diversified portfolio of hotel properties, including limited-service, select-service, full-service, and extended-stay hotels.
- Elected to be taxed as a Real Estate Investment Trust (REIT) beginning with the 2018 tax year and intends to continue operating as a REIT.

## Business model and structure
- Conducts substantially all business and owns substantially all real estate investments through the Operating Partnership, Lodging Fund REIT III OP, LP (a Delaware limited partnership).
- The Company is the sole general partner of the Operating Partnership.

## Geographic focus and assets
- Focuses on hotel properties located primarily in “America’s Heartland,” defined as the region from North Dakota to Texas and from the Appalachian Mountains to the Rocky Mountains.
- The portfolio includes multiple hotel property types: limited-service, select-service, full-service, and extended-stay.

## Management and advisory
- Advisory services are provided by Legendary Capital REIT III, LLC (the Advisor), which advises on acquisitions, financing, dispositions, loan origination, and day-to-day management of the hotels and the Company.
- The Advisor may perform these services through one or more affiliates.
- The Operating Partnership issued 1,000 Series B Limited Partnership Units to the Advisor as part of its compensation.

## Capital structure and distributions
- The Company has described an ongoing private offering (the Offering) and has paid distributions from Offering proceeds.
- The Board may declare future distributions funded from sources including Offering proceeds; if distributions are funded from non-operating cash flow, that could reduce cash available for investments. Offering proceeds may be used for distributions or other purposes.

## Risks and strategic options
- The company identifies risks related to debt financing, reliance on managers and management companies, and potential conflicts of interest with the Advisor and Sponsor.
- Management may pursue exit strategies or other strategic alternatives that could affect operations and liquidity.

Lodging Fund REIT III, Inc. is a REIT primarily acquiring and managing a diversified portfolio of hotel properties across the United States.

# Company Overview Summary

## Company Name
Lodging Fund REIT III, Inc.

## Business Purpose
- Primarily acquires and manages a diversified portfolio of hotel properties across the United States.
- Focuses on mid-market, branded hotel properties in "America's Heartland" (geographic area from North Dakota to Texas and Appalachian Mountains to Rocky Mountains).

## Structure and Operations
- Formed on April 9, 2018, as a Maryland corporation.
- Operates through the Operating Partnership (Lodging Fund REIT III OP, LP), of which it is the sole general partner.
- Managed by Legendary Capital REIT III, LLC (the "Advisor"), which performs acquisition, financing, disposition, and asset management services.
- No direct employees; services provided by the Sponsor (Legendary Capital, LLC) employees.

## Hotel Portfolio
- As of December 31, 2024:
  - **Number of hotel properties owned**: 17 hotel properties
  - **Additional interest**: Equity and profits interest in the parent entity holding a leasehold interest in 1 hotel property (El Paso University Property)
  - **Total properties consolidated**: 18 hotels
  - **Total rooms**: 2,150 rooms
  - **Locations**: 10 states, including Iowa, Minnesota, Alabama, Texas, Mississippi, Colorado, Illinois, North Dakota, North Carolina, Kansas
  - **Types of properties**: Primarily limited-service, select-service, full-service, and extended-stay hotels
  - **Ownership interest**: 100% ownership interests in most properties, with some equity interests (e.g., 24.9% in El Paso University Property)

## Capital Raising
- Conducts a private offering (the "Offering") since June 1, 2018:
  - **Maximum target**: Initially up to $150 million, extended to May 31, 2026
  - **Shares issued as of December 31, 2024**: 10,298,999 shares
  - **Proceeds raised**: $100.7 million gross, approximately $84.9 million net after costs
- Other offerings:
  - Series GO LP Units: 3,124,503 units sold, $21.5 million gross
  - Series GO II LP Units: 507,335 units sold, $3.8 million gross
  - Series P Preferred Units: 35 units sold, $0.4 million gross
  - Common LP Units: 612,100 units issued
- No public market exists for shares; offered privately to accredited investors.

## Management and Operations
- Hotels managed via third-party property managers:
  - Until February 2025, managed by National Hospitality Services (NHS)
  - As of February 10, 2025, switched to Hotel Equities Group, LLC and other third-party managers
- Leases hotel properties to wholly-owned subsidiaries (TRS Lessees), which operate the hotels under franchise agreements.

## Revenue & Income
- **2024 total revenue**: Not specifically provided
- **2024 net loss**: $29.9 million
- **2024 net cash used in operations**: $1.5 million
- **Distributions paid (2024)**: $3.4 million (cash and stock distributions)
- **Distributions paid (2023)**: $7.0 million
- **No public market for shares**, no liquidity event or guaranteed liquidation date.

## Key Strategic Initiatives
- Target acquisition of hotels with strong brands (Marriott, Hilton, IHG, Hyatt)
- Focus on diversification by geography, brand, and asset type
- Exit strategy: plans to sell portfolio when market conditions favor, potentially as early as 2025
- Has authorized management to pursue a sale or merger

## Other Key Details
- No direct employees; services provided by affiliated personnel
- Focused on hotel assets, with no diversification into other real estate types
- Distributes at least 90% of REIT taxable income annually
- Continues to raise capital via private placements, with no intention of listing shares publicly

**Note:** Financial specifics such as current revenue figures are not provided; the company's primary financials relate to the net loss of $29.9 million in 2024, capital raised (~$84.9 million net), and total distributions of $3.4 million in 2024.

Lodging Fund REIT III, Inc. is a Maryland-based Real Estate Investment Trust that acquires and manages a diversified portfolio of hotel properties primarily in the Midwest region of the United States.

# Lodging Fund REIT III, Inc. Summary

## Overview
Lodging Fund REIT III, Inc. is a Maryland corporation that operates as a Real Estate Investment Trust (REIT) focused on acquiring and managing a diversified portfolio of limited-service, select-service, full-service, and extended-stay hotel properties predominantly located in "America's Heartland," an area stretching from North Dakota to Texas and from the Appalachian Mountains to the Rocky Mountains.

## Business Operations
- **Formation**: Established on April 9, 2018.
- **Business Structure**: Conducts its business through Lodging Fund REIT III OP, LP, which serves as the operating partnership. The company is advised by Legendary Capital REIT III, LLC, and works with various third-party property management companies, including National Hospitality Services (NHS).
- **Management Team**: The business is managed by a team led by Norman H. Leslie (Chief Executive Officer) and Corey R. Maple (Chairman).

## Portfolio
- **Acquisition Strategy**: The company aims to purchase mid-market branded hotels that promise both cash flow generation and capital appreciation. The portfolio focuses on assets that can be categorized into:
  - **Stabilized Opportunities**: Historically steady performers.
  - **Refresh Opportunities**: Require minor capital expenditure or management upgrades.
  - **Value Opportunities**: Require significant upgrades and stabilization (these may be considered based on advantageous circumstances).

- **Properties**: 
  - As of December 31, 2022, the company owned 19 hotel properties, including 18 directly owned and 1 through an equity interest.
  - The properties total 2,261 guest rooms and span across multiple states.
  
## Financial Information
- **Revenue**: 
  - Room revenues totaled approximately **$50.3 million** for the year ended December 31, 2022, up from **$26.1 million** in 2021.
  - Other revenue, including food and beverage and hotel services, was **$2.8 million** in 2022.

- **Distributions**: 
  - The company declared total distributions of **$6.4 million** in 2022, with a distribution per share of **$0.70**.

- **Net Income**: The net loss reported for 2022 was approximately **$18.9 million**, which was an increase from a loss of **$5.3 million** for the previous year. 

- **Employees**: The company does not have direct employees; instead, it relies on the employees of its Advisor and affiliated third-party management companies.

## Market Position
- **Ownership and Investor Base**: As of March 27, 2024, there were approximately **9,966,585 shares** of common stock outstanding, held by **1,359 stockholders**.

- **Investment Strategy and Challenges**: The company's investment strategy hinges on the recovery of the hospitality industry post-COVID-19 and is susceptible to economic conditions, interest rates, and market volatility. 

## Summary
Lodging Fund REIT III, Inc. operates in a highly competitive sector focused on the acquisition and management of hotel properties, primarily in America's Heartland. It generates revenue through hotel operations while navigating the challenges posed by economic fluctuations, inflation, and other external factors. The company aims to provide cash distributions to investors while growing its diversified hotel portfolio. Its focus on strong hotel brands and market opportunities positions it within a recovery-driven landscape, with ongoing assessments of its operational and financial performance that guide its strategy forward.

Lodging Fund REIT III, Inc.

10-K / May 15, 2026

10-K / April 29, 2025

10-K / March 27, 2024

10-K / May 15, 2026

Lodging Fund REIT III, Inc.

Corporate identity and formation

Business model and structure

Geographic focus and assets

Management and advisory

Capital structure and distributions

Risks and strategic options