Company Description
Sotherly Hotels Inc. (NASDAQ: SOHO) is a self-managed and self-administered lodging real estate investment trust (REIT) focused on owning and operating hotel assets in the United States. According to company disclosures, Sotherly was organized in 2004 and is headquartered in Williamsburg, Virginia. The REIT concentrates on the acquisition, renovation, upbranding and repositioning of upscale to upper-upscale full-service hotels, with a particular emphasis on the Southern United States, while also allowing for opportunistic acquisitions in other U.S. markets.
The company’s portfolio, as described in recent press releases, consists of investments in ten full-service hotel properties with an aggregate of 2,786 rooms, along with interests in two condominium hotels and their associated rental programs. These assets include hotels that operate under the Hilton Worldwide and Hyatt Hotels Corporation brands as well as independent hotels. As a lodging REIT, Sotherly’s operations and results are closely tied to hotel performance metrics and broader lodging demand.
Sotherly generates revenue from hotel operations, including rooms, food, beverage and other services, consistent with its characterization as being engaged in hotel operations and lodging activities. Its strategy centers on identifying full-service, primarily upscale and upper-upscale properties in primary markets in the mid-Atlantic and southern United States and enhancing their performance through renovation, repositioning and brand strategy.
Business model and lodging focus
Company materials describe Sotherly as a lodging REIT that is both self-managed and self-administered. This means the REIT oversees its own operations and investment decisions rather than relying on an external manager. The business is built around owning hotel real estate and participating in the operating performance of those hotels. The company references metrics such as room revenue per available room (RevPAR), occupancy, average daily rate (ADR), hotel EBITDA, funds from operations (FFO) and adjusted FFO in its financial communications, underscoring its focus on hotel-level performance and cash flow generation.
Sotherly’s portfolio composition, including full-service hotels and condominium hotel rental programs, reflects an emphasis on properties that can support both transient and group demand. The company has highlighted repositioning and upbranding efforts at certain hotels, including independent lifestyle conversions, as part of its approach to creating value within its portfolio.
Geographic and brand footprint
Based on company and third-party descriptions, Sotherly’s portfolio is concentrated in the mid-Atlantic and southern United States. Earlier descriptions reference presence in states such as Florida, Georgia, Indiana, Maryland, North Carolina, Pennsylvania, Texas and Virginia, aligning with the company’s stated focus on primary markets in the mid-Atlantic and southern regions. Within this footprint, Sotherly owns hotels affiliated with major global brands under Hilton Worldwide and Hyatt Hotels Corporation, alongside independent hotels that may be positioned as lifestyle or boutique properties.
The company has also disclosed interests in two condominium hotels and their associated rental programs, which contribute to its lodging-focused asset base. Individual assets, such as The DeSoto hotel in Savannah, Georgia, are financed through property-level mortgage loans, reflecting a capital structure that includes secured debt at the hotel level.
Capital structure and REIT considerations
Sotherly communicates with investors using REIT-specific performance measures. It reports EBITDA, hotel EBITDA, FFO and adjusted FFO attributable to common stockholders and unitholders, as well as related per-share and per-unit metrics. These measures are presented alongside net income and revenue figures to help investors assess operating performance and cash flow characteristics typical of lodging REITs.
The company has multiple classes of equity securities listed on The Nasdaq Stock Market, including common stock and three series of cumulative redeemable perpetual preferred stock: 8.0% Series B, 7.875% Series C and 8.25% Series D. Ticker symbols disclosed for these preferred shares are SOHOB, SOHOO and SOHON, respectively. Sotherly has periodically declared quarterly cash dividends on these preferred stock series, and has also announced decisions regarding the deferral and suspension of future preferred dividends, as reflected in its press releases and Form 8-K filings.
Corporate developments and merger agreement
On October 24, 2025, Sotherly entered into an Agreement and Plan of Merger with KW Kingfisher LLC (Parent) and Sparrows Nest LLC (Merger Sub), as described in a Form 8-K. Under the terms of this agreement, Merger Sub will merge with and into Sotherly Hotels Inc., with Sotherly continuing as the surviving entity and becoming a wholly owned subsidiary of Parent. Upon completion of the merger, Sotherly Hotels LP, the operating partnership, will become an indirect subsidiary of Parent. The merger agreement provides that each share of Sotherly common stock issued and outstanding immediately before the effective time will be converted into the right to receive cash consideration of $2.25 per share, subject to the conditions set forth in the agreement.
The merger is subject to customary closing conditions, including approval by the holders of a majority of the outstanding shares of Sotherly common stock entitled to vote and other regulatory and contractual conditions. The Form 8-K notes that the merger is anticipated to be consummated in the first calendar quarter of 2026, with an outside date of April 22, 2026, although completion is not guaranteed and remains contingent on satisfaction of the specified conditions.
Debt, financing and property-level events
Sotherly’s SEC filings describe a capital structure that includes mortgage loans secured by individual hotel properties. For example, affiliates of the company entered into a $42.0 million mortgage loan on The DeSoto hotel in Savannah, Georgia, with Citi Real Estate Funding Inc., maturing in 2030 and bearing a fixed interest rate, with interest-only payments and customary covenants and events of default. The company has also disclosed notices of default on certain mortgage loans, such as those secured by the Georgian Terrace hotel in Atlanta and the DoubleTree Resort by Hilton Hollywood Beach hotel, and has described efforts to negotiate extensions or forbearance arrangements with special servicers and lenders.
In December 2025, Sotherly reported entering into a forbearance agreement related to the Georgian Terrace mortgage loan, under which the lender agreed not to seek a judgment or foreclose on the property prior to June 1, 2026, subject to conditions including a principal paydown, ongoing monthly principal and interest payments, continued funding of reserve accounts and the accrual of default interest. These disclosures illustrate the company’s use of structured financing at the property level and its engagement with lenders to manage maturities and defaults.
Governance and shareholder matters
Sotherly is incorporated in Maryland and serves as the sole general partner of Sotherly Hotels LP, a Delaware limited partnership. The company holds annual meetings of stockholders to elect directors, ratify the appointment of its independent registered public accounting firm and conduct advisory votes on executive compensation and the frequency of such votes. Its definitive proxy statements describe board composition, governance practices, executive compensation and principal stockholders.
The company has also disclosed changes in its independent registered public accounting firm, including the dismissal of Forvis Mazars, LLP and the engagement of Cherry Bekaert LLP as independent auditor for the fiscal year ending December 31, 2025, with no reported disagreements on accounting principles, financial statement disclosure or audit scope during the relevant periods.
Status and trading
Sotherly Hotels Inc. trades on The Nasdaq Stock Market under the symbol SOHO for its common stock, with separate Nasdaq listings for its Series B, Series C and Series D preferred stock. As of the latest available filings and press releases, the company remains an exchange-traded lodging REIT, although it has entered into a definitive merger agreement under which it would become a privately held subsidiary of a joint venture upon closing of the merger. Completion of that transaction is subject to the conditions outlined in the merger agreement and related proxy materials.