Sotherly Hotels Inc. Stockholders Approve Merger Transaction
Rhea-AI Summary
Sotherly Hotels (Nasdaq: SOHO) announced that its stockholders voted to approve a proposed merger with KW Kingfisher LLC, a joint venture led by affiliates of Kemmons Wilson Hospitality Partners with Ascendant Capital Partners as strategic partner.
The Joint Venture will acquire all outstanding Sotherly common stock, and holders are expected to receive $2.25 per share in cash upon closing. The merger remains subject to closing conditions and is expected to close during the first quarter of 2026. Final voting results will be included in a Form 8-K to be filed with the U.S. Securities and Exchange Commission.
Positive
- Stockholder vote approved the merger on Jan 22, 2026
- Acquirers to pay $2.25 per share in cash to holders upon closing
Negative
- Merger remains subject to satisfaction of closing conditions
- Closing expected in Q1 2026 but the transaction is not yet completed
News Market Reaction
On the day this news was published, SOHO gained 2.30%, reflecting a moderate positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
SOHO slipped -0.46% with mixed moves across hotel REIT peers: some up (e.g., BHR, PEB, XHR) and some down (e.g., IHT, OPI), pointing to deal-specific trading rather than a broad sector move.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Oct 27 | Dividend suspension | Negative | -0.5% | Suspended and deferred preferred dividends and canceled record date. |
| Oct 27 | Acquisition announcement | Positive | +141.5% | Agreed cash acquisition at $2.25 per share with large premium. |
| Oct 06 | Earnings call scheduled | Neutral | -2.8% | Announced timing and access details for Q3 2025 earnings call. |
| Sep 17 | Hotel refinancing | Positive | -2.2% | Closed $42M refinancing of DeSoto Hotel at fixed 7.13% rate. |
| Aug 12 | Q2 2025 earnings | Negative | +1.3% | Reported revenue declines and lowered 2025 guidance with higher loss. |
Recent news shows strong positive alignment on the original buyout announcement, but mixed-to-divergent reactions around refinancing and weaker earnings.
Over the last six months, Sotherly has moved from operational and balance sheet challenges toward a strategic sale. A refinancing of The DeSoto and weaker Q2 2025 results with lowered guidance were followed by a high-premium buyout at $2.25 per share and subsequent merger proxy and meeting process. The preferred dividend suspension and mortgage/default disclosures underscored balance sheet strain. Today’s approval vote advances the acquisition originally announced on Oct 27, 2025, effectively continuing that transaction timeline.
Market Pulse Summary
This announcement confirms stockholder approval of the cash merger at $2.25 per common share, advancing the acquisition process first disclosed in late 2025. It follows a stretch of mixed fundamentals, including lowered guidance, refinancing activity and balance sheet stress reflected in defaults and forbearance agreements. Remaining closing conditions and the targeted Q1 2026 timeline are key milestones to monitor, alongside any further regulatory filings or updates on the company’s hotel-level financings.
Key Terms
merger regulatory
joint venture financial
Form 8-K regulatory
U.S. Securities and Exchange Commission regulatory
AI-generated analysis. Not financial advice.
WILLIAMSBURG, Va., Jan. 22, 2026 (GLOBE NEWSWIRE) -- Sotherly Hotels Inc. (Nasdaq: SOHO) (“Sotherly” or the “Company”) today announced that the stockholders of the Company voted to approve the merger (the “Merger”) of the Company with KW Kingfisher LLC, a joint venture led and sponsored by affiliates of Kemmons Wilson Hospitality Partners, LP, with Ascendant Capital Partners LP serving as a strategic joint venture partner (collectively, the “Joint Venture”), under which the Joint Venture entity will acquire all outstanding shares of Sotherly common stock.
The final voting results of the proposals voted on at the special meeting held on January 22, 2026, will be set forth in the Company’s Form 8-K to be filed with the U.S. Securities and Exchange Commission.
The Merger is subject to the satisfaction of closing conditions and is expected to close during the first quarter of 2026. Upon the closing, holders of the Company’s common stock are expected to receive
About Sotherly Hotels Inc.
Sotherly Hotels Inc. (Nasdaq: SOHO) is a self-managed and self-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. The Company 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 two condominium hotels and their associated rental programs. For more information on the Company, please visit the Company’s website at www.sotherlyhotels.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, and as such may involve known and unknown risks, uncertainties and other factors which may cause the Company’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 the Company’s current strategies, expectations and future plans, are generally identified by the Company’s use of words, such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” 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 the Company’s expected financial position, business and financing plans are forward-looking statements. Readers should specifically consider the various factors identified in this press release and reports filed by the Company 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’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. In addition to factors discussed in the reports the Company files with the SEC from time to time, risks and uncertainties for the Company include, but are not limited to: the possibility that some or all of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the parties’ inability to meet expectations regarding the timing, completion and accounting and tax treatments of the Merger; the failure to satisfy conditions to completion of the Merger; the failure of the proposed transaction to close for any other reason; diversion of management’s attention from ongoing business operations and opportunities due to the Merger; the challenges of integrating and retaining key employees; certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the effect of the announcement of the Merger on the customer and employee relationships and operating results of the Company; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring the Company to pay a termination fee; unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this communication are made as of the date hereof and are based on information available at that time. Except as required by law, the Company does not assume any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.
Contacts
Sotherly Hotels Inc.
Scott Kucinski, Executive Vice President and Chief Operating Officer
scottkucinski@sotherlyhotels.com
(757) 229-5648
FAQ
What did Sotherly Hotels (SOHO) stockholders approve on January 22, 2026?
How much will SOHO shareholders receive per share in the merger?
When is the Sotherly Hotels (SOHO) merger expected to close?
Who is acquiring Sotherly Hotels (Nasdaq: SOHO)?
Will Sotherly file regulatory paperwork after the January 22, 2026 vote?
