Sotherly Hotels Inc. Announces Intention to List on OTC Market Platform, Voluntarily Delist from Nasdaq and Continue SEC Reporting
Rhea-AI Summary
Sotherly Hotels (NYSE:SOHO) announced its Board approved voluntary delisting of its Series B, C and D Preferred Stock from Nasdaq, with a Form 25 expected on or about April 7, 2026 and last Nasdaq trading day on or about April 17, 2026.
The company said it will deregister the Preferred Stock under Section 12(b), continue SEC reporting and maintain REIT status after the February 12, 2026 merger in which Parent acquired all common shares and cash-converted over 80% of outstanding preferred shares.
Positive
- Delisting simplifies capital structure after the February 12, 2026 merger
- Company will continue SEC reporting and maintain REIT tax status
Negative
- Preferred Stock will no longer trade on Nasdaq after about April 17, 2026
- Over 80% of Preferred holders accepted cash conversion, reducing public float
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Feb 12 | Merger completion | Positive | +0.5% | Cash merger with KW Kingfisher joint venture closed at $2.25 per share. |
| Jan 22 | Merger approval | Positive | +2.3% | Stockholders approved the cash merger and consideration of $2.25 per share. |
| Oct 27 | Dividend suspension | Negative | -0.5% | Company deferred and suspended dividends on Series B, C, and D preferred stock. |
| Oct 27 | Acquisition announcement | Positive | +141.5% | Joint venture agreed to acquire Sotherly for $2.25 per share with large premium. |
| Oct 06 | Earnings scheduling | Neutral | -2.8% | Company scheduled Q3 2025 earnings release and conference call details. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent news has been dominated by the cash merger at $2.25 per share and related governance and capital structure steps, with price reactions consistently aligning with the positive or negative tone of each event.
Over the last several months, Sotherly’s trajectory centered on its acquisition by a KW Kingfisher-led joint venture for $2.25 per common share. The October 2025 merger announcement and subsequent January 2026 stockholder approval both saw positive price reactions. Earlier, the company suspended preferred dividends in October 2025, which coincided with a negative move. The February 12, 2026 merger close effectively fixed common equity value, and today’s preferred delisting/OTC transition follows through on that post-merger status.
Key Terms
form 25 regulatory
section 12(b) regulatory
real estate investment trust technical
preferred stock financial
change of control financial
conversion rights financial
articles supplementary regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
WILLIAMSBURG, Va., March 27, 2026 (GLOBE NEWSWIRE) -- Sotherly Hotels Inc. (the “Company” or “Sotherly”), a real estate investment trust, announced today that its Board of Directors has approved the voluntary withdrawal of the listing of the Company’s shares of
The Company expects to file a Form 25 with the Securities and Exchange Commission (the “SEC”) on or about April 7, 2026 for the delisting of the Preferred Stock from Nasdaq and the deregistration of the Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects that the last day of trading for the Preferred Stock on Nasdaq will be on or about April 17, 2026.
The Company’s status as a real estate investment trust for U.S. federal income tax purposes will not be affected by the transition, and the Company intends to continue operating as a REIT.
The Company believes that this transition is in the best interests of the Company and its stockholders in light of the closing on February 12, 2026 of the transactions contemplated by that certain Agreement and Plan of Merger, by and among the Company, KW Kingfisher LLC, a Delaware limited liability company (the “Parent”), and Sparrows Nest LLC, a Maryland limited liability company. As a result of the Merger, all of the Company’s outstanding Common Stock was acquired by the Parent and holders of over
About Sotherly Hotels Inc.
Sotherly Hotels Inc. (Nasdaq: SOHO) is an externally-managed and externally-administered lodging real estate investment trust, or REIT, that was formed in August 2004 to own, acquire, renovate and reposition full-service, primarily upscale and upper-upscale hotel properties located in primary markets in the mid-Atlantic and southern United States. Sotherly owns ten full-service, primarily upscale and upper-upscale hotels located in seven states with an aggregate of 2,786 hotel rooms, and interests in one condominium hotels and their associated rental programs. For more information on Sotherly, please visit the Sotherly website at www.sotherlyhotels.com.
Cautionary Statement Regarding Forward-Looking Statements
This Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor provisions for forward-looking statements contained therein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Sotherly’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe Sotherly’s current strategies, expectations and future plans, are generally identified by the use of words such as “intend,” “plan,” “may,” “should,” “will,” “project,” “anticipate,” “believe,” “expect,” “continue,” and similar expressions, whether in the negative or affirmative, but the absence of these words does not necessarily mean that a statement is not forward looking. All statements regarding Sotherly’s trading platforms and business plans are forward-looking statements. Readers should specifically consider the various factors identified in this Press Release and the reports filed by Sotherly with the SEC, including, but not limited to those discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Sotherly’s Annual Report on Form 10-K for the year ended December 31, 2024 and Sotherly’s subsequent periodic reports filed with the SEC that could cause actual results to differ.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. All forward-looking statements included in this Press Release are made as of the date hereof and are based on information available at that time. Except as required by law, Sotherly assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.
Scott M. Kucinski
Executive Vice President and Chief Operating Officer
Sotherly Hotels Inc.
306 South Henry Street, Suite 100 Williamsburg, Virginia 23185
(757) 229-5648 (o)
(540) 460-1098 (m)
www.sotherlyhotels.com
Scottkucinski@sotherlyhotels.com
