Lightstone REIT III Sets Dec. 8 Annual Meeting to Elect Directors

TL;DR

**Hold onto your shares; the board is playing it safe with incumbent director nominations, signaling business as usual for Lightstone Value Plus REIT III.**

AI Summary

Lightstone Value Plus REIT III, Inc. (LVPR3) is holding its 2025 Annual Meeting of Stockholders on December 8, 2025, to elect three directors. The Board of Directors has nominated David W. Lichtenstein, George R. Whittemore, and Yehuda “Judah” L. Angster, all current directors, for re-election. As of the September 30, 2025 record date, 12.5 million shares of common stock were outstanding and entitled to vote. Notably, Lightstone Value Plus REIT III LLC (the "Advisor") and The Lightstone Group LLC (the "Sponsor"), which collectively own 242,222 shares, will abstain from voting their shares in the director election. The company will bear all proxy solicitation costs, including a $15,000 fee to Computershare Fund Services (CFS) for their assistance. The Board held four meetings in 2024, with all directors present at each meeting, demonstrating strong board engagement. The company's 2024 Annual Report on Form 10-K was mailed to stockholders around April 15, 2025.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the upcoming director elections, directly impacting the company's governance and strategic direction. The re-election of current directors, including CEO David Lichtenstein, signals continuity in leadership, which can be a double-edged sword: stability versus potential for fresh perspectives. The abstention of the Advisor and Sponsor from voting their 242,222 shares in director elections could empower other stockholders, though their overall influence remains significant due to their affiliation with the CEO. For employees and customers, stable leadership often translates to consistent operational strategies, while the broader market will watch for any shifts in governance that could affect the REIT's competitive positioning in the real estate sector.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns routine director elections and corporate governance disclosures, with no immediate indications of financial distress or significant operational changes. The Board of Directors held four meetings in 2024 with full attendance, suggesting active oversight. The company also explicitly states it will bear all proxy solicitation costs, including a $15,000 fee to CFS, indicating a standard process.

Analyst Insight

Investors should review the backgrounds of the nominated directors, particularly David W. Lichtenstein's extensive roles across multiple Lightstone entities, to understand the continuity of leadership. Vote FOR the nominees if you support the current strategic direction, or WITHHOLD if you seek a change in governance, keeping in mind the Board's recommendation.

Key Numbers

• December 8, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• September 30, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 12.5 million — Shares Outstanding (Number of common shares entitled to vote as of the record date)
• 20,000 — Shares owned by Advisor (Shares owned by Lightstone Value Plus REIT III LLC, which will abstain from voting)
• 222,222 — Shares owned by Sponsor (Shares owned by The Lightstone Group LLC, which will abstain from voting)
• 3 — Number of Directors (Number of individuals to be elected to the Board of Directors)
• 4 — Board Meetings in 2024 (Number of Board of Directors meetings held during 2024)
• $15,000 — Proxy Solicitation Fee (Fee paid to Computershare Fund Services for proxy solicitation)
• October 10, 2025 — Mailing Date (Approximate date proxy materials were first mailed to stockholders)
• June 3, 2026 — Stockholder Proposal Deadline (Deadline for stockholder proposals for the 2026 Annual Meeting)

Key Players & Entities

• Lightstone Value Plus REIT III, Inc. (company) — Registrant
• David W. Lichtenstein (person) — Chief Executive Officer and Chairman of the Board of Directors
• George R. Whittemore (person) — Nominee for Director
• Yehuda “Judah” L. Angster (person) — Nominee for Director
• Lightstone Value Plus REIT III LLC (company) — External Advisor
• The Lightstone Group LLC (company) — Sponsor
• Joseph Teichman (person) — General Counsel and Secretary
• Computershare Fund Services (company) — Proxy Solicitor
• SEC (regulator) — Securities and Exchange Commission
• Maryland (regulator) — State of incorporation

FAQ

Industry Context

Lightstone Value Plus REIT III, Inc. operates within the real estate investment trust (REIT) sector, which is sensitive to interest rate fluctuations and economic conditions impacting property values and rental income. The REIT market is competitive, with numerous players seeking to acquire and manage diverse real estate portfolios. Trends include a focus on specific property types like industrial, residential, or healthcare, and increasing reliance on technology for property management and tenant engagement.

Regulatory Implications

As a publicly traded entity, Lightstone Value Plus REIT III, Inc. is subject to SEC regulations, including timely and accurate financial reporting and proxy solicitations. Compliance with corporate governance rules and disclosure requirements is critical to maintain investor confidence and avoid potential penalties. The abstention of the Advisor and Sponsor from voting on director elections is a specific disclosure point relevant to corporate governance.

What Investors Should Do

1. Review director nominees' qualifications and backgrounds.
2. Understand the voting requirements for director elections.
3. Submit proxy vote by the meeting date.
4. Note the abstention of Advisor and Sponsor shares.

Key Dates

• 2025-12-08: 2025 Annual Meeting of Stockholders — Date for electing directors and conducting other business.
• 2025-09-30: Record Date — Determines which stockholders are entitled to vote at the annual meeting.
• 2025-10-10: Proxy Materials Mailing Date — Indicates when stockholders began receiving information for the annual meeting.
• 2025-04-15: 2024 Annual Report (10-K) Mailing Date — Provided stockholders with the company's financial performance for the previous year.
• 2026-12-08: Next Annual Meeting of Stockholders (Implied) — The elected directors will serve until this meeting.
• 2026-10-10: Stockholder Proposal Deadline for 2026 Meeting (Implied) — Deadline for submitting proposals for the subsequent year's annual meeting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders in connection with an annual meeting, including information about director nominees, executive compensation, and corporate governance. (This document is the primary source of information for the 2025 Annual Meeting of Stockholders.)

Proxy Statement

A document that provides shareholders with information about the matters to be voted on at a shareholder meeting and allows them to vote by mail, telephone, or internet if they cannot attend in person. (This document details the proposals for the 2025 Annual Meeting, including the election of directors.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (September 30, 2025, is the record date for determining who can vote at the December 8, 2025, annual meeting.)

Advisor

An external entity that provides management and advisory services to the REIT. (Lightstone Value Plus REIT III LLC is the Advisor and will abstain from voting its 20,000 shares in director elections.)

Sponsor

The entity that organized and initiated the formation of the REIT. (The Lightstone Group LLC is the Sponsor and will abstain from voting its 222,222 shares in director elections.)

Broker non-vote

Occurs when a broker holding shares for a beneficial owner does not vote on a proposal because they lack discretionary authority and have not received voting instructions from the owner. (Broker non-votes will be counted as votes against the director nominees, as they require a majority of votes present.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum is necessary for the annual meeting to proceed with voting on proposals.)

Year-Over-Year Comparison

This filing focuses on the upcoming 2025 Annual Meeting of Stockholders, detailing the election of three directors and the proxy process. Specific financial performance comparisons or changes in risk factors from the previous year's filing are not detailed within this proxy statement, which primarily serves to solicit votes for the annual meeting agenda items.

Key Financial Figures

• $15,000 — We will pay CFS a fee of approximately $15,000 in addition to reimbursement of its rea

Filing Documents

• lvvr3def14a092525.htm (DEF 14A) — 244KB
• proxy-01.jpg (GRAPHIC) — 158KB
• proxy-02.jpg (GRAPHIC) — 139KB
• 0001185185-25-001343.txt ( ) — 655KB

From the Filing

DEF 14A 1 lvvr3def14a092525.htm FORM DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Definitive Additional Materials Soliciting Material under § 240.14a-12 LIGHTSTONE VALUE PLUS REIT III, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 LIGHTSTONE VALUE PLUS REIT III, INC. 1985 Cedar Bridge Avenue, Suite 1 Lakewood, New Jersey 08701 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held December 8, 2025 To the Stockholders of Lightstone Value Plus REIT III, Inc.: I am pleased to invite our stockholders to the 2025 Annual Meeting of Stockholders of Lightstone Value Plus REIT III, Inc., a Maryland corporation. The annual meeting will be held at 299 Park Avenue, New York, New York, 10171, at 9:15 a.m., Eastern Standard Time, on December 8, 2025. At the meeting, you will be asked to: elect three individuals to serve on the Board of Directors until our 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualify; and conduct such other business as may properly come before the annual meeting or any adjournment or postponement of the Annual Meeting. Our Board of Directors has fixed the close of business on September 30, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting or any adjournment or postponement thereof. Record holders of shares of our common stock at the close of business on the record date are entitled to notice of and to vote at the annual meeting. For further information regarding the matters to be acted upon at the annual meeting, I urge you to carefully read the accompanying proxy statement. If you have questions about this proposal or would like additional copies of the proxy statement, please contact: Lightstone Value Plus REIT III, Inc., 1985 Cedar Bridge Avenue, Suite 1, Lakewood, New Jersey 08701. Whether you plan to attend the annual meeting and vote or not, we urge you to have your vote recorded as early as possible. Stockholders have the following three options for submitting their votes by proxy: (1) via the Internet; (2) by telephone; or (3) by mail, using the enclosed proxy card. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes. You are cordially invited to attend the 2025 Annual Meeting of Stockholders. Your vote is important. By Order of the Board of Directors, Joseph Teichman General Counsel and Secretary Lakewood, New Jersey October 1, 2025 LIGHTSTONE VALUE PLUS REIT III, INC. PROXY STATEMENT TABLE OF CONTENTS INTRODUCTION 1 INFORMATION ABOUT THE MEETING AND VOTING 2 PROPOSAL ONE: ELECTION OF DIRECTORS 6 CORPORATE GOVERNANCE 9 DIRECTOR AND EXECUTIVE COMPENSATION 12 DIRECTORS AND EXECUTIVE OFFICERS 13 STOCK OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN SHAREHOLDERS 14 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 15 RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 19 AUDIT COMMITTEE REPORT 20 INDEPENDENT DIRECTORS’ REPORT 21 OTHER MATTERS PRESENTED FOR ACTION AT 2025 ANNUAL MEETING OF STOCKHOLDERS 23 STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS 24 i Table of Contents LIGHTSTONE VALUE PLUS REIT III, INC. 1985 Cedar Bridge Avenue, Suite 1 Lakewood, New Jersey 08701 PROXY STATEMENT INTRODUCTION The accompanying proxy, mailed together with this proxy statement, is solicited by and on behalf of the board of directors (the “Board of Directors”) of Lightstone Value Plus REIT III, Inc., a Maryland corporation (which we refer to in this proxy statement as the “Company”), for use at the 2025 Annual Meeting of Stockholders and at any adjournment or postponement thereof. References in this proxy statement to “we,” “us,” “our” or like terms also refer to the Company, and references in this proxy statement to “you” refer to the stockholders of the Company. The mailing address of our principal executive offices is 1985 Cedar Bridge Avenue, Suite 1, Lakewood, New Jersey 08701. This proxy statement, the accompanying proxy card and notice of annual meeting are first being mailed to our stockholders on or about October 1

View Full Filing

View this DEF 14A filing on SEC EDGAR