Lodging Fund REIT III Has Not Filed a 10-Q in 2026. Its Shares Still Carry a $10.57 NAV Set in 2022

What the company is

Lodging Fund REIT III was formed in Maryland in April 2018 to buy midscale, mostly Marriott, Hilton and IHG-branded hotels "located primarily in 'America's Heartland'". It is advised by Legendary Capital REIT III, LLC, owned by director Corey Maple and officer and director Norman Leslie. From June 2018 it sold common stock in a private placement to accredited investors at $10.00 and later $10.57 a share, raising $100.8 million gross and $83.6 million net through 2025, and it raised more through its operating partnership: $21.5 million in Series GO units and $6.7 million in Series GO II units. Several hotels came in through UPREIT contributions for Series T units.

At December 31, 2025 it owned thirteen hotels and an interest in a fourteenth (the 10-K counts fourteen "Projects") in Cedar Rapids, Eagan, Lubbock, Southaven, Aurora, El Paso, Houston, Northbrook, Lakewood, Fort Collins and Wichita, after selling Pineville and Charlotte ($22.8 million, May 2025), Fargo ($10.5 million, December) and Prattville ($16.7 million, December). In May 2024 the board "authorized management to pursue an exit strategy and position the Company for a sale or merger of the Company as early as 2025". On April 24, 2026 a special committee of independent directors hired Piper Sandler to evaluate "a sale or merger of the Company, a listing", asset sales, "a recapitalization, a continuation of the Company's current business plan, or other strategic transactions", and said "No timetable has been established".

The filing record

A company that files with the SEC has 45 days after each quarter to file a 10-Q and, as a non-accelerated filer, 90 days after year-end for its 10-K. A Form 12b-25 ("NT") buys five or fifteen extra days. Lodging Fund REIT III has used the form almost every time since 2022, and often gone far past the extension:

Sources: EDGAR submissions index for CIK 1745032, read September 27, 2026; each filing's accession is in the CSV. Due dates and days past due are our arithmetic.

The two 2026 notices give no reason beyond the form's standard wording. Both answer "Yes" to the form's question whether a significant change in results from a year earlier is expected, and both say the company "is not in a position at this time to provide a reasonable estimate" of it. The August notice needed its own amendment two days later: the original said the 2025 10-K had not been filed, when it had been filed on May 15. The company changed auditors in 2025, dismissing Marcum LLP on May 1 and engaging RJI International CPAs of Irvine, California, which signed the 2025 audit; the 8-K reports no disagreements with Marcum.

For a holder the practical cost is simple: the most recent financial statements you can read are as of December 31, 2025, nine months ago, for a company with loans maturing, hotels for sale and a receiver on one property.

What the last balance sheet says

Source: Form 10-K for 2025, accession 0001104659-26-062807. Non-controlling interests are our subtraction of stockholders' equity from total equity ($7.8M and $40.5M).

Two things in that table need explaining. First, equity per share at book is not what a share is worth: hotels are carried at cost less $31.0 million of accumulated depreciation and after impairments, and a buyer could pay more or less for them. But it is the only independent number a holder has, because the company's own NAV is almost four years old. The 10-K says: "We are not required to establish an updated net asset value", because the company does not conduct a public offering; the $10.57 was set by the board, "taking into account appraisals", as of December 31, 2022.

Second, the equity turned positive through an accounting reclassification, not through earnings. In the fourth quarter of 2025 the conversion dates of all Series T units, issued to hotel owners who contributed properties, came due. The formula subtracts loan balances, closing costs, capital spending, operating cash infused and a minimum-yield shortfall from the capitalized income of each hotel, and "the cumulative deductions exceeded the capitalized net operating income for all series". All 5,073,506 Series T units converted into zero common units, and their $45,475,938 carrying amount moved into additional paid-in capital. The people who contributed those hotels received nothing further; the common stockholders' line absorbed the book value. Over the same year the company lost $34.4 million ($2.43 a common share), on revenue of $64.5 million with $19.6 million of interest expense and a $10.1 million impairment.

Distributions, repurchases and the offering

• Distributions: none declared from September 1, 2024 through December 31, 2025. In 2024 the company paid $3.4 million and, per the 10-K, "funded 100% of our distributions paid ... with proceeds from the Offering". A $500,000 loan taken in December 2025 at 16% "restricts distributions to the Company's equity holders until the note is repaid in full".
• Repurchases: the plan limits each year to what the prior year's dividend reinvestment raised, and to 5% of shares. "During the years ended December 31, 2025 and 2024, we repurchased no shares". During 2025, "there were unfulfilled repurchase requests of $2.9 million"; the plan had $370,138 available. The last repurchases on record total 287,525 shares since inception.
• The offering: sold to accredited investors at $10.57 through at least May 31, 2026, the date to which the board extended it. In 2025 it sold 4,568 shares for $48,280; the 10-K reports $7,964 of selling commissions and "$1.3 million" of "marketing and diligence allowances and other wholesale selling costs and expenses" paid in the same year.

The debt, and who is owed

Source: Form 10-K for 2025, accession 0001104659-26-062807.

Management's going-concern paragraph lists the problems itself: "recurring net losses, used cash in operating activities, and has several debt obligations that have matured or are approaching maturity for which extensions are being negotiated". It concluded that planned hotel sales, lender negotiations and offering proceeds give enough liquidity for twelve months; "there can be no assurance". The auditor's report contains no going-concern paragraph.

Since year-end, two properties have moved: on January 19, 2026 a Texas court appointed a receiver over the Holiday Inn El Paso, ordering the borrower to hand over "possession of the property, all cash collateral, accounts, records"; and the Fairfield Inn & Suites Lubbock loan (about $8.5 million), in special servicing since October 2025 after missed payments from August, got a forbearance that lapsed on March 31, when no sale agreement had been signed, and was amended to run to June 30, 2026, with payments at the default rate plus $15,000 a month. The missing 10-Qs are where a holder would learn what happened after June 30.

The sponsor's history

On August 28, 2023, the Advisor, Corey Maple and Legacy Hospitality II, the manager of another REIT sponsored by Legendary, agreed to an SEC cease-and-desist order finding violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act over "the improper reimbursement of and financial accounting for certain expenses" and related disclosures. The Advisor paid $463,900 of disgorgement, $85,431.50 of interest and a $225,000 penalty; Maple paid $100,000. They neither admitted nor denied the findings, except for bankruptcy-discharge purposes by Maple (10-K, Item 10). The order is SEC Release 33-11227.

If you own shares

• Treat $10.57 as a label, not a price. It was set for December 31, 2022 and has not been updated; the company's own book equity is about $0.55 a share, and the Series T holders just saw their stake valued at zero by formula.
• Don't expect the repurchase plan to open. It had $370,138 of capacity for $2.9 million of requests in 2025, and distributions are blocked by at least one loan.
• The strategic review is the event. Any sale or merger will be priced against debt, preferred units, amounts owed to the Advisor and a possible disposition fee of up to 4% of gross consideration "grossed up for liabilities" before common shares get anything.
• Ask for the numbers. You can write to the company for the first- and second-quarter results it has not filed. Secondary buyers of non-traded REIT shares price exactly this kind of uncertainty; our census of 2026 tender offers shows the discounts they have offered on other REITs. Moody National REIT II is the other non-traded hotel REIT we follow, and Silver Star Properties shows where it ended for another non-traded REIT that stopped filing 10-Qs: it has filed none since late 2023, and filed for Chapter 11 in May 2026.

FAQ

All figures are from the filings cited, read on EDGAR on September 27, 2026. Due dates, days past due, equity per share, non-controlling interests and shares of debt are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.