UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

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SCHEDULE 14A

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(RULE 14a-101)

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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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⌧Filed by the Registrant⌧

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◻Filed by a Party other than the Registrant◻

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Check the appropriate box:

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LODGING FUND REIT III, INC.

(Name of Registrant as Specified in its Charter)

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Payment of Filing Fee (Check the appropriate box):

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LODGING FUND REIT III, INC.

1635 43rd Street South, Suite 205

Fargo, North Dakota 58103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 14, 20212022

Dear Stockholders:

The annual meeting of stockholders of Lodging Fund REIT III, Inc. (“we” or “us”) will be held on June 14, 20212022 at 2:11:00 p.m.a.m. Central Daylight Time.

Due to the ongoing public health impact of the coronavirus outbreak (COVID-19) and to support the health and safety of our stockholders, thisThis year’s annual meeting will be a virtual meeting to be held over the Internet. You will be able to attend the annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting legendary.bz/LFR3Annual21.http://www.legendary.bz/LFR3Annual22.

We are holding the annual meeting of stockholders for the following purposes, which are described in detail in the accompanying materials:

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The board of directors has selected April 23, 202115, 2022 as the record date for determining stockholders entitled to vote at the annual meeting.

The proxy statement, proxy card and our annual report to stockholders are being mailed on or about May 5, 2021.2022.

Whether or not you plan to attend the virtual annual meeting and vote via the Internet, we encourage you to have your vote recorded as early as possible. Stockholders have the following three options for submitting their votes by proxy by returning the enclosed proxy card, instructions for which are on the proxy card: (1) e-mail;phone; (2) facsimile;internet; or (3) mail.

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.

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LODGING FUND REIT III, INC.

1635 43rd Street South, Suite 205

Fargo, North Dakota 58103

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 14, 20212022

This Proxy Statement and the accompanying proxy card and notice of annual meeting are being furnished by and on behalf of the Board of Directors of Lodging Fund REIT III, Inc., a Maryland corporation, in connection with the solicitation of proxies to be voted at the annual meeting of stockholders to be held virtually on June 14, 2021,2022, and any postponements or adjournments thereof (the “Annual Meeting”). The Annual Meeting will convene at 2:11:00 p.m.a.m. Central Daylight Time. This Proxy Statement and the enclosed proxy card will be first mailed on or about May 5, 20212022 to stockholders of record as of the close of business on April 23, 2021.15, 2022. Our 20202021 Annual Report on Form 10-K was previously filed with the Securities and Exchange Commission on March 31, 2021.2022. The words “we,” “our,” “us,” and “our company” refer to Lodging Fund REIT III, Inc., together with its consolidated subsidiaries, including Lodging Fund REIT III OP, LP (the “Operating Partnership”), a Delaware limited partnership, of which we are the general partner, unless the context requires otherwise.

Q:   Why did I receive a copy of the proxy materials?

A:   You owned shares of record of our common stock at the close of business on April 23, 2021,15, 2022, the record date for the Annual Meeting and, therefore, are entitled to vote at the Annual Meeting. The board of directors is soliciting your proxy to vote your shares at the Annual Meeting. Our proxy statement includes information that we are required to provide to you under the rules of the SEC and is designed to assist you in voting. You do not need to attend the Annual Meeting in person in order to vote.

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Q:   What is a proxy?

A:   A proxy is a person who votes the shares of stock of another person who could not attend a meeting. The term “proxy” also refers to the proxy card or other method of appointing a proxy. When you submit your proxy, you are appointing Corey R. Maple, Norman H. Leslie and Samuel C. Montgomery, each of whom is one of our executive officers, as your proxies, and you are giving them permission to vote your shares of common stock at the Annual Meeting. The appointed proxies will vote your shares of common stock as you instruct, unless you submit your proxy without instructions. If you submit your proxy without instructions, they will vote:

With respect to any other proposals to be voted upon, the appointed proxies will vote in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in their discretion. It is important for you to submit your proxy by returning the enclosed proxy card to us via e-mail, facsimile or mail as soon as possible, whether or not you plan on attending the Annual Meeting.

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Q:   When is the Annual Meeting and where will it be held?

A:   The Annual Meeting will be held virtually on June 14, 2021,2022, at 2:11:00 p.m.a.m. Central Daylight Time. If you wish to attend the Annual Meeting via webcast at a location provided by our company, the company will air the webcast at the Delta Marriott Hotel, 1635 42^nd Street South,Hampton Inn & Suites Fargo Medical Center, 4776 Agassiz Crossing S, Fargo, North Dakota 58103. Please note that no members of management or

that no members of management or the Board of Directors will attend at this location. If you wish to attend the Annual Meeting via webcast at the Delta Hotel,Fargo Hampton Inn & Suites, you will need to complete the Reservation Request Form found at the end of this Proxy Statement.

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Q:   Why are we conducting a virtual Annual Meeting?

A:   We are conducting this year’s Annual Meeting online due to the continuing health impact of the coronavirus outbreak (COVID-19) and to support and protect the health of our associates and stockholders. This meeting format is consistent with current guidance from the Centers for Disease Control and Prevention and other public health officials. Moreover, we believe the virtual meeting expands access to the Annual Meeting, providing stockholders who would not otherwise be able to attend the meeting the opportunity to do so.

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Q:   How do I attend the virtual Annual Meeting?

A:   To join the online Annual Meeting, login at legendary.bz/LFR3Annual21.http://www.legendary.bz/LFR3Annual22. The live audio webcast of the Annual Meeting will begin promptly at 2:11:00 p.m.a.m., Central Daylight Time. Online access to the audio webcast will open approximately 30 minutes prior to the start of the meeting to allow time for stockholders to log in and test the computer audio system. We encourage you to log in prior to the meeting start time. Beginning 30 minutes prior to the start of and during the online Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the audio webcast of the meeting.

We expect that all of our directors and executive officers will attend the online Annual Meeting and be available to answer questions. We will provide our stockholders the opportunity to ask questions and make statements about a proposal during the formal business of the meeting.

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Q:   Who is entitled to vote at the Annual Meeting?

A:   Anyone who is a stockholder of record at the close of business on April 23, 2021,15, 2022, the record date, or holds a valid proxy for the Annual Meeting, is entitled to vote at the Annual Meeting.

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Q:   Will my vote make a difference?

A:   Yes. Your vote could affect the proposals described in this proxy statement. Moreover, your vote is needed to ensure that the proposals described herein can be acted upon. Because we are a widely held company, 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.

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Q:   How many shares of common stock are outstanding?

A:   As of April 23, 2021,15, 2022, there were 7,998,4108,697,505 shares of our common stock outstanding and entitled to be cast at the Annual Meeting on any matter.

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Q:   What constitutes a quorum?

A:   Our charter provides that a quorum consists of the presence in person or by proxy of stockholders entitled to cast 30% of all the votes entitled to be cast at the Annual Meeting on any matter. There must be a quorum present in order for the Annual Meeting to be a duly held meeting at which business can be conducted. No business may be conducted at

the Annual Meeting if a quorum is not present. If you submit your proxy, even if you abstain from voting, then you will still be considered part of the quorum.

If a quorum is not present at the Annual Meeting, the chairman of the meeting may adjourn the Annual Meeting to another date, time or place, not later than 120 days after the original record date of April 23, 2021.15, 2022. Notice need not be given of the new date, time or place if announced at the Annual Meeting before an adjournment is taken.

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Q:   How many votes do I have?

A:   You are entitled to one vote for each share of common stock you held as of the record date.

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Q:   What may I vote on?

A:   You may vote on:

In addition, you may vote on such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. The board of directors does not know of any matters to be voted upon at the Annual Meeting other than the matters set forth above.

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Q:   How does the board of directors recommend I vote on the proposals?

A:   The board of directors recommends that you vote:

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Q:   How can I vote?

A:   Stockholders can vote (i) by attending the Annual Meeting via webcast and voting electronically at the Annual Meeting by logging in to legendary.bz/LFR3Annual21 http://www.legendary.bz/LFR3Annual22 and following the instructions, or (ii) by proxy. To submit their votes by proxy, stockholders may complete, sign and date the enclosed proxy card and return by any of the following three options pursuant to the instructions indicated on the enclosed proxy card:

For those stockholders with Internet access, we encourage you to vote by e-mail,internet, since it is quick, convenient and provides a cost savings to us. When you vote by proxy via e-mailphone or facsimileinternet prior to the Annual Meeting date, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and, therefore, not be counted. For further instructions on voting, see the enclosed proxy card.

If you elect to attend the Annual Meeting virtually, you can submit your vote via the Internetinternet as described above under “How do I attend the virtual Annual Meeting?”, and any previous votes that you submitted, whether by e-mail, facsimilephone, internet or mail, will be superseded.

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Q:   What if I submit my proxy and then change my mind?

A:   You have the right to revoke your proxy at any time before the Annual Meeting by:

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Only the most recent proxy vote will be counted and all others will be discarded regardless of the method of voting. If a broker or other nominee holds your stock on your behalf, you must contact your broker, bank or other nominee to change your vote.

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Q:   What are the voting requirements to elect the board of directors?

A:   Under our bylaws, a plurality of the votes cast at an annual meeting at which a quorum is present is required for the election of the directors. Because of this plurality vote requirement, “withhold” votes and broker non-votes (discussed below) will have no effect on the determination of this proposal, but will be considered “present” for the purposes of determining the presence of a quorum. If an incumbent director nominee fails to receive the required number of votes for re-election, then under Maryland law, he will continue to serve as a “holdover” director until his successor is duly elected and qualified. If you submit a proxy card with no further instructions, your shares will be voted FOR each of the nominees.

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Q:   What are the voting requirements for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021?2022?

A:   Under our bylaws, a majority of the votes cast at an annual meeting at which a quorum is present is required for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.2022. Abstentions will have no effect on the determination of this proposal. Your shares may be voted for this proposal if they are held in the name of a brokerage firm even if you do not provide the brokerage firm with voting instructions. If you submit a proxy card with no further instructions, your shares will be voted FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.2022.

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Q:   What is a “broker non-vote”?

A:   A “broker non-vote” occurs when a broker holding stock on behalf of a beneficial owner submits a proxy but does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that particular proposal and has not received instructions from the beneficial owner.

Brokers are precluded from exercising their voting discretion with respect to the approval of non-routine matters, such as the proposal to elect our directors and, as a result, absent specific instructions from the beneficial owner of such shares, brokers will not vote those shares. Broker non-votes will have no effect on the proposal to elect each nominee for director. Because brokers have discretionary authority to vote for the ratification of the appointment of Deloitte &

Touche LLP as our independent registered public accounting firm, in the event they do not receive voting instructions from the beneficial owner of the shares, there will not be any broker non-votes with respect to that proposal.

Your broker will send you information to instruct it on how to vote on your behalf. If you do not receive a voting instruction card from your broker, please contact your broker promptly to obtain a voting instruction card. Your vote is important to the success of the proposals. We encourage all of our stockholders whose shares are held by a broker to provide their brokers with instructions on how to vote.

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Q:   How will voting on any other business be conducted?

A:   Although we do not know of any business to be considered at the Annual Meeting other than the election of the Class III directors, Class I director and the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021,2022, if any other business is properly presented at the Annual Meeting, your submitted proxy gives authority to Messrs. Maple, Leslie and Montgomery, and each of them, to vote on such matters in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in their discretion.

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Q:   When are the director nominations and stockholder proposals for the next annual meeting of stockholders due?

A:   Any proposals by stockholders for inclusion in our proxy solicitation material for the next annual meeting of stockholders must be received by Mr. Maple, our Secretary, at our executive offices no later than January 5, 2022.2023. However, if we hold our next annual meeting of stockholders before May 15, 20222023 or after July 14, 2022,2023, stockholders must submit proposals for inclusion in our proxy statement within a reasonable time before we begin to print our proxy materials.

If a stockholder wishes to present a proposal at the next annual meeting of stockholders, whether or not the proposal is intended to be included in our proxy materials, Section 2.13 of our bylaws requires advance notice to our Secretary no earlier than November 30, 20212022 and no later than December 30, 2021.2022. However, if we hold our next annual meeting before May 15, 20222023 or after July 14, 2022,2023, a stockholder nomination or proposal to be considered at such annual meeting must be received by us not earlier than the 150^th day before the date of the next annual meeting and not later than the close of business on the later of the 120^th day before the date of the next annual meeting or the 10^th day following the day on which public disclosure of the date of the next annual meeting is first made. Our Secretary will provide a copy of our bylaws upon written request and without charge.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14-19 under the Exchange Act no later than April 15, 2023.

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The mailing address of our executive offices is 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103.

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Q:   How are proxies being solicited?

A:   In addition to mailing proxy solicitation materials, our directors and employees of our advisor, Legendary Capital REIT III, LLC (the “Advisor”), or its affiliates may also solicit proxies in person, by e-mail, by facsimile or by any other electronic means of communication we deem appropriate.

We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Our directors and employees of the Advisor or its affiliates will not be paid any additional compensation for soliciting proxies.

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Q:   What should I do if I receive more than one set of voting materials for the Annual Meeting?

A:   You may receive more than one set of voting materials for the Annual Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card and voting instruction form. For each and every proxy card and voting instruction form that you receive, please authorize a proxy as soon as possible by completing, signing, dating and returning the enclosed proxy card using one of the following methods, following the instructions indicated on the enclosed proxy card:

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Q:   What should I do if only one set of voting materials for the Annual Meeting is sent and there are multiple stockholders in my household?

A:   Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this proxy statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of this proxy statement to you if you contact us at 701-630-6500.

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Q:   How can I find out the results of the voting at the Annual Meeting?

A:   We will file a Current Report on Form 8-K within four business days after the Annual Meeting to announce voting results. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

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Q:   Who can help answer my questions?

A:   If you have any questions about the Annual Meeting, the election of the Class III directors or the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, you should contact us at 701-630-6500.

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Q:   Where can I find more information?

A:   We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC on the website maintained by the SEC at www.sec.gov.

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CERTAIN INFORMATION ABOUT MANAGEMENT AND CORPORATE GOVERNANCE

Board of Directors

We operate under the direction of our board of directors. The board of directors is responsible for the management and control of the Company’s business and affairs. Our board of directors currently consists of six directors. Pursuant to our charter, our board of directors is currently divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. During 2020,2021, the board of directors held fourteentwelve meetings. Each incumbent director attended at least 75% of the meetings of our board. For biographical information regarding our directors, see “—Class III Directors Standing for Re-Election,” “—Class I Director Standing for Re-Election” and  “—Directors Continuing in Office” below.

The board of directors is divided into three classes as follows:

Each director will serve for a term of three years, until his or her successor is duly elected and qualified. There is no limit on the number of times a director may be elected to office. Our bylaws provide that a majority of the entire board of directors may at any time increase or decrease the number of directors.

In connection with our 2021 annual meeting of stockholders, Messrs. Ekman and Leighton were nominated for re-election as Class III directors to serve until the 2024 annual meeting of stockholders. Because we did not have a quorum at our 2021 annual meeting, that meeting was not held, and Messrs. Ekman and Leighton continue to serve as directors. Although the number of directors may increase or decrease, a decrease may not have the effect of shortening the term of any incumbent director. Any director may resign at any time and, subject to the rights of the holders of one or more classes or series of preferred stock to elect or remove one or more directors, any director, or the entire board of directors may be removed from office at any time by the affirmative vote of at least a majority of the votes entitled to be cast generally in the election of directors in the event of the director’s or board of directors’ fraud, willful misconduct or gross negligence, as determined by a non-appealable final judgement of a court of competent jurisdiction.

Our board of directors has established two committees: the audit committee and the conflicts committee. Information regarding each of these committees is set forth below.

Director Independence

Three members of our board of directors, Brian Hagen, Jeffrey T. Leighton and Perry M. Rynders, are “independent” as defined by the rules of the New York Stock Exchange. The New York Stock Exchange standards provide that to qualify as an independent director, in addition to satisfying certain bright-line criteria, the board of directors must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). The board of directors has affirmatively determined that Brian Hagen, Jeffrey T. Leighton and Perry M. Rynders each satisfies the New York Stock Exchange independence standards. None of these directors has ever served as (or is related to) an employee of ours or any of our predecessors or acquired companies (if applicable) or received or earned any compensation from us or any such entities except for compensation directly related to service as a director of us. Therefore, we believe that all of these directors are independent directors. All

of the members of the audit committee and the conflicts committee, are “independent” as defined by the New York Stock Exchange.

April 2019. During 2020,2021, the audit committee held five meetings, and all audit committee members attended each meeting held during the period when such director served as a member of the audit committee.

majority of members of the Conflicts Committee must first make a determination that such transaction is fair and reasonable to us and the purchase price is no greater than the price of the property to the affiliated seller, unless there is substantial justification for the excess amount and such excess amount is reasonable. Notwithstanding the foregoing, in no

Fees and distributionsreimbursements earned by the Advisor and incurred by us, and reimbursements paidpayable to the Advisor and its affiliates, for the years ended December 31, 20202021 and 2019, and any related amounts payable,2020,  were as follows:

Fees earned by NHS and paid by us, and reimbursements paidearned and payable to NHS, for the yearsyear ended December 31, 20202021 and 2019, and any related amounts payable,2020, were as follows:

Nomination of Directors

General

We do not have a standing nominating committee. Unless otherwise provided by Maryland law, the board of directors is responsible for selecting its own nominees and recommending them for election by our stockholders, provided that the conflicts committee is responsible for selecting and nominating replacements for vacancies among our independent director positions. Unless filled by a vote of our stockholders as permitted by the Maryland General Corporation Law, a vacancy that results from the removal of a director will be filled by a vote of a majority of the remaining directors. Any vacancy on the board of directors for any other cause will be filled by a vote of a majority of the remaining directors, even if such majority vote is less than a quorum. The board of directors believes that the primary reason for creating a standing nominating committee is to ensure that candidates for independent director positions can be evaluated under a process free from conflicts of interest with us. Because nominations for vacancies in independent director positions are handled by a

directors, the board of directors (or the conflicts committee, as appropriate) will consider each candidate without regard to the source of the recommendation and take into account those factors that they determine are relevant. Stockholders may directly nominate potential directors (without the recommendation of the board of directors or conflicts committee) by satisfying the procedural requirements for such nomination as provided in Article II, Section 2.13 of our bylaws. Any stockholder may request a copy of our bylaws free of charge by calling 701-630-6500.

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics which applies to all of our officers and directors. The full text of our Code of Conduct and Ethics is posted on our website at www.lodgingfund.com. If any substantive amendments are made to the Code of Conduct and Ethics or any waiver is granted, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding such amendment to, or waiver from, a provision of this Code of Conduct and Ethics by posting such information on our website, at the address and location specified above.

has a term expiring on the date of the Annual Meeting and areis being nominated for re-election to serve until the next annual2025annual meeting of

Manager for this same market. Mr. Leighton has led the Company in its completion of two acquisitions within this market since 2010. Mr. Leighton serves on the Essentia Health Foundation and was a driving force in its creation of the Business Relations committee. Mr. Leighton has also served in various positions with the Detroit Lakes Chamber of Commerce, Rotary and Health Resource Center. He holds a Bachelor of Arts degree in Finance and Marketing from The University of

Brian Hagen

Brian Hagen is one of our independent directors, a position he has held since April 2018. Mr. Hagen has 40 years of experience in the banking industry across all business lines, including retail, business, investments, insurance and trust. He brings extensive leadership experience in new market development and market, sales and risk management. Mr. Hagen previously served as East Market President for First International Bank & Trust in Fargo, North Dakota, a position he held from January 2013 through June 2018. Effective July 1, 2018, Mr. Hagen was promoted to Chief Business Development Officer for First International Bank & Trust. We believe that Mr. Hagen's significant finance experience makes him well qualified to serve as a member of our board of directors.

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Perry M. Rynders

Perry M. Rynders is one of our independent directors and is the Chairman of the Audit Committee of our board of directors, positions he has held since April 2019. Mr. Rynders is also the Chairman of the Audit Committee of Lodging Opportunity Fund REIT, an affiliate of the Company. Mr. Rynders was the Chief Executive Officer and member of the Board of Governors of A’viands, LLC, a food services management company, from 2005 through September of 2014. In August of 2011, A’viands was sold to TrustHouse Services Group, LLC. In April of 2013, TrustHouse Services Group, LLC was sold to Elior, a publicly traded company out of France. Mr. Rynders continued as a consultant to A’viands, LLC through March of 2018. Mr. Rynders is a 50% owner, CEO and Chairman of the Board of Governors of Best Development Company, LLC. Best Development Company, LLC’s primary asset is approximately 80 acres of land in Dakota County, MN which is currently farmed. Mr. Rynders is a 50% owner, CEO and Chairman of the Board of Governors of Best Holding Company, LLC. Best Holding Company, LLC’s primary asset is a 30,000 square foot office building in Roseville, MN. Mr. Rynders is a 50% owner, CEO and Chairman of the Board of Governors of Best Investment Company II, LLC. Best Investment Company II, LLC’s primary asset is an investment is Tamarack Aerospace Group, Inc. Mr. Rynders is also an investor in Lodging Opportunity Fund REIT, an affiliate of the Company. Mr. Rynders is a Certified Public Accountant (Inactive). We believe that Mr. Rynders experience as Chairman of the Audit Committee of Lodging Opportunity Fund REIT and other business experience make him well qualified to serve as a member of our board of directors and the Chairman of our Audit Committee.

Executive Officers

Corey R. Maple and Norman H. Leslie

See “—Class I Director Standing for Re-Election” above for biographical information regarding Corey R. Maple and see “—Directors Continuing in Office” above for biographical information regarding Corey R. Maple and Norman H. Leslie.

Samuel C. Montgomery

Samuel C. Montgomery serves as Chief Financial Officer of the Company, a position he has held since October 2020. Mr. Montgomery also serves as Chief Operating Officer of our Sponsor, a position he has held since December 2016. Mr. Montgomery oversees every aspect of Legendary Capital’s operations. He is a certified public accountant in North Dakota, Florida and Tennessee and has more than a decade of experience serving asset managers in the REIT and private equity sectors. He spent the first six years of his career with Ernst & Young LLLP,LLP, primarily with its Chicago, Illinois, financial services group. In this role, he served as a business advisor to several of the country’s largest REITs on tax consulting, mergers and acquisitions and public offerings. He also contributed to the growth of the company’s financial services practice with a rotation in Bangalore, India, to help develop Ernst & Young’s outsourced tax compliance functions for financial services clients. In 2011, Montgomery transferred to PricewaterhouseCoopers LLLP,LLP, where he spent five years serving financial services clients primarily from the Tampa, Florida, office. As one of two individuals tasked with developing a financial services practice in western and central Florida, he helped broaden the footprint to cover the entire state. Upon relocating to Fargo, North Dakota in June 2016, Mr. Montgomery joined Eide Bailly LLP’s tax practice serving a variety of real estate clients. He holds a Bachelor’s degree in Business Administration-Accounting from the University of Miami and a Master’s degree in Taxation from Nova Southeastern University.

Compensation of Executive Officers

Our executive officers do not receive compensation directly from us for services rendered to us. Our executive officers are officers and/or employees of, or hold an indirect ownership interest in, the Advisor, and/or its affiliates, and our executive officers are compensated by these entities, in part, for their services to us. Samuel C. Montgomery, our Chief Financial Officer, is an employee of an affiliate of the Advisor and the Company reimburses the affiliate, at cost, for an allocated portion of his compensation to the extent he provides services to the Company. See “–Certain Transactions with Related Persons” above for a discussion of the fees and expense reimbursements paid to the Advisor and its affiliates.

Compensation of Directors

If a director is also one of our executive officers, we do not pay any compensation to that person for services rendered as a director. Our current policy is to pay our independent directors $500 for each regularly scheduled board of directors or board of directors committee meeting the director attends in person and $250 for each meeting the director attends virtually or by telephone. If there is a meeting of the board of directors and one or more board of directors committees in a single day, the fees will be limited to $500 or $250 per day, as applicable. We also will pay each independent director $500 per day for each external seminar, conference, panel, forum or other industry-related event attended in person and in which the independent director actively participates, solely in his or her capacity as an independent director of the Company. The members of the Audit Advisory Committee will receive the same pay described above for independent directors. In addition, the chairman of the Audit Committee will also receive $2,500 each year as compensation for the additional duties performed as chairman of the Audit Committee. This compensation policy may be modified by the board of directors from time to time but will not be amended until completion of the Offering.

We have provided below certain information regarding compensation earned by or paid to our directors during fiscal year 2020.2021.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of April 15, 2021,2022, the amount of our common stock beneficially owned (unless otherwise indicated) by any person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, and the amount of our common stock beneficially owned (unless otherwise indicated) by (1) our directors, (2) our executive officers, and (3) all of our directors and executive officers as a group.

PROPOSAL 1. ELECTION OF DIRECTORS

Class III Directors Standing for Re-Election

At the Annual Meeting, you and the other stockholders will vote on the election of the two Class III nominees listed below to serve until the 2024 annual meeting of stockholders. Those persons elected will serve as Class III directors until the 2024 annual meeting and until their successors are duly elected and qualified. Proxies cannot be voted for a greater number of persons than the nominees named below. The board of directors has nominated the following people for re-election as Class III directors:

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In connection with our 2021 annual meeting of stockholders, Messrs. Ekman and Leighton were nominated for re-election as Class III directors to serve until the 2024 annual meeting of stockholders. Because we did not have a quorum at our 2021 annual meeting, that meeting was not held, and Messrs. Ekman and Leighton continue to serve as directors. While we are not obligated under either our bylaws or the Maryland General Corporation Law to hold an election for these two Class III directors until the 2024 annual meeting of stockholders, the board of directors has chosen to do so at this Annual Meeting to provide stockholders with another opportunity to vote. The board of directors has re-nominated Messrs. Ekman and Leighton for election to our board of directors as Class III directors, to serve until the 2024 annual meeting of stockholders and until their successors are elected and qualified.

Each of the nominees for director is a current Class III director. Detailed information on each nominee is provided under “Certain Information About Management and Corporate Governance – Class III Directors Standing for Re-Election.”

Vote Required

Under our bylaws, a plurality of the votes cast at an annual meeting at which a quorum is present is required for the election of the directors. Because of this plurality vote requirement, “withhold” votes  and broker non-votes will have no effect on the determination of this proposal. If an incumbent director nominee fails to receive the required number of votes for re-election, then under Maryland law, he will continue to serve as a “holdover” director until his successor is duly elected and qualified.

The appointed proxies will vote your shares of common stock as you instruct. If you submit a proxy card with no further instructions, the appointed proxies will vote your shares FOR all of the director nominees listed above. If any nominee becomes unable or unwilling to stand for re-election, the board of directors may reduce its size or designate a substitute. If a substitute is designated, proxies voting on the original nominee will be cast for the substituted nominee.

Whether or not you plan to attend the virtual Annual Meeting and vote via the Internet, we urge you to have your vote recorded. Stockholders have the following three options for submitting their votes by proxy by returning the enclosed proxy card, instructions for which are on the proxy card: (1) e-mail;phone; (2) facsimile;internet; or (3) mail. 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.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL CLASS III NOMINEES LISTED FOR RE-ELECTION AS DIRECTORS.

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PROPOSAL 2. ELECTION OF DIRECTORS

Class I Director Standing for Re-Election

At the Annual Meeting, you and the other stockholders will vote on the election of the Class I nominee listed below to serve until the 2025 annual meeting of stockholders. The person elected will serve as Class I director until the 2025 annual meeting and until his successor is duly elected and qualified. Proxies cannot be voted for a greater number of persons than the nominees named below. The board of directors has nominated the following people for re-election as Class I directors:

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The nominee for director is a current Class I director. Detailed information on the nominee is provided under “Certain Information About Management and Corporate Governance – Class I Director Standing for Re-Election.”

Vote Required

Under our bylaws, a plurality of the votes cast at an annual meeting at which a quorum is present is required for the election of the directors. Because of this plurality vote requirement, “withhold” votes  and broker non-votes will have no effect on the determination of this proposal. If an incumbent director nominee fails to receive the required number of votes for re-election, then under Maryland law, he will continue to serve as a “holdover” director until his successor is duly elected and qualified.

The appointed proxies will vote your shares of common stock as you instruct. If you submit a proxy card with no further instructions, the appointed proxies will vote your shares FOR all of the director nominees listed above. If any nominee becomes unable or unwilling to stand for re-election, the board of directors may reduce its size or designate a substitute. If a substitute is designated, proxies voting on the original nominee will be cast for the substituted nominee.

Whether or not you plan to attend the virtual Annual Meeting and vote via the Internet, we urge you to have your vote recorded. Stockholders have the following three options for submitting their votes by proxy by returning the enclosed proxy card, instructions for which are on the proxy card: (1) phone; (2) internet; or (3) mail. 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.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS I NOMINEE LISTED FOR RE-ELECTION AS DIRECTOR.

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PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

At the Annual Meeting, you and the other stockholders will vote on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.2022.

During the year ended December 31, 2020,2021, Deloitte & Touche LLP served as our independent registered public accounting firm and provided certain tax and other services. Deloitte & Touche LLP has served as our independent registered public accounting firm since our formation. The audit committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.2022. The audit committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm. In making its determination regarding whether to appoint or retain a particular independent registered public accounting firm, the audit committee takes into account the opinions of management and our internal auditors in assessing the independent registered public accounting firm’s qualifications, performance and independence.

Although not required by law or our governance documents, we believe ratification of this appointment is good corporate practice because the audit of our books and records is a matter of importance to our stockholders. Even if the appointment of Deloitte & Touche LLP is ratified, the audit committee may, however, select a new independent registered public accounting firm at any time in the future in its discretion if it deems such decision to be in our best interest. Any such decision would be disclosed to our stockholders in accordance with applicable securities laws. If the appointment of Deloitte & Touche LLP is not ratified by our stockholders, the audit committee may consider whether it should appoint another independent registered public accounting firm.

We expect that Deloitte & Touche LLP representatives will be present at the Annual Meeting and they will have the opportunity to make a statement if they desire to do so. In addition, we expect that the Deloitte & Touche LLP representatives will be available to respond to appropriate questions posed by stockholders.

Vote Required

Under our bylaws, a majority of the votes cast at an annual meeting at which a quorum is present is required for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.2022. Abstentions, if any, will not affect the outcome of this proposal. Your shares may be voted for this proposal if they are held in the name of a brokerage firm even if you do not provide the brokerage firm with voting instructions.

The appointed proxies will vote your shares of common stock as you instruct. If you submit a proxy card with no further instructions, the appointed proxies will vote your shares FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.2022.

Whether or not you plan to attend the virtual Annual Meeting and vote via the Internet, we urge you to have your vote recorded. Stockholders have the following three options for submitting their votes by proxy by returning the enclosed proxy card, instructions for which are on the proxy card: (1) e-mail;phone; (2) facsimile;internet; or (3) mail. 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.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021.2022.

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REPORT OF THE AUDIT COMMITTEE

The function of the audit committee is oversight of the financial reporting process on behalf of the board of directors. Management has responsibility for the financial reporting process, including the system of internal control over financial reporting, and for the preparation, presentation and integrity of our financial statements. In addition, our independent  registered public accounting firm devotes more time and has access to more information than does the audit committee. Membership on the audit committee does not call for the professional training and technical skills generally associated with career professionals in the field of accounting and auditing. Accordingly, in fulfilling their responsibilities, it is recognized that members of the audit committee are not, and do not represent themselves to be, performing the functions of auditors or accountants.

In this context, the audit committee reviewed and discussed the 20202021 audited financial statements with management, including a discussion of the quality and acceptability of our financial reporting, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The audit committee discussed with Deloitte & Touche LLP, which is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles (“GAAP”), the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The audit committee received from Deloitte & Touche LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the audit committee concerning independence, and discussed with Deloitte & Touche LLP their independence from us. In addition, the audit committee considered whether Deloitte & Touche LLP’s provision of non-audit services is compatible with Deloitte & Touche LLP’s independence.

Based on these reviews and discussions, the audit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20202021 for filing with the SEC.

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The foregoing Report of the Audit Committee shall not be deemed to be “soliciting material” or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Exchange Act.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Registered Public Accounting Firm

During the year ended December 31, 2020,2021, Deloitte & Touche LLP served as our independent registered public accounting firm and provided certain tax and other services. Deloitte & Touche LLP has served as our independent registered public accounting firm since our formation. We expect that Deloitte & Touche LLP representatives will be present at the Annual Meeting and they will have the opportunity to make a statement if they desire to do so. In addition, we expect that the Deloitte & Touche LLP representatives will be available to respond to appropriate questions posed by stockholders. The audit committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2021.2022. The audit committee may, however, select a new independent registered public accounting firm at any time in the future in its discretion if it deems such decision to be in our best interest. Any such decision would be disclosed to our stockholders in accordance with applicable securities laws.

Pre-Approval Policies

In order to ensure that the provision of such services does not impair the independent registered public accounting firm’s independence, the audit committee charter imposes a duty on the audit committee to pre-approve all auditing services performed for us by our independent registered public accounting firm, as well as all permitted non-audit services. In determining whether or not to pre-approve services, the audit committee considers whether the service is a permissible service under the rules and regulations promulgated by the SEC. The audit committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by our independent registered public accounting firm, provided any such approval is presented to and approved by the full audit committee at its next scheduled meeting.

For the years ended December 31, 20202021 and 2019,2020, all services rendered by Deloitte & Touche LLP were pre-approved in accordance with the policies and procedures described above.

Principal Independent Registered Public Accounting Firm Fees

The audit committee reviewed the audit and non-audit services performed by Deloitte & Touche LLP, as well as the fees charged by Deloitte & Touche LLP for such services. In its review of the non-audit service fees, the audit committee considered whether the provision of such services is compatible with maintaining the independence of Deloitte & Touche LLP. The aggregate fees billed to us for professional accounting services, including the audit of our annual financial statements by Deloitte & Touche LLP for the years ended December 31, 20202021 and 2019,2020, are set forth in the table below.

20212022 ANNUAL MEETING OF STOCKHOLDERS
RESERVATION REQUEST FORM

If you wish to view Lodging Fund REIT III, Inc.’s 20212022 Annual Meeting of Stockholders webcast at the Delta Marriott HotelHampton Inn & Suites Fargo Medical Center (located at 1635 42nd Street South,4776 Agassiz Crossing S, Fargo, North Dakota 58103), please complete the following information and return to Samuel C. Montgomery, Chief Financial Officer, Lodging Fund REIT III, Inc., 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103. Please note that no members of management or of the Board of Directors will be present at the Delta Marriott Hotel.Hampton Inn & Suites Fargo Medical Center.

If the shares listed above are not registered in your name, please identify the name of the registered stockholder below and include evidence that you beneficially own the shares.

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