Welcome to our dedicated page for Sotherly Hotels SEC filings (Ticker: SOHO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Sotherly Hotels Inc. (NASDAQ: SOHO) SEC filings page on Stock Titan provides structured access to the company’s regulatory disclosures as a lodging real estate investment trust. As a Maryland corporation and sole general partner of Sotherly Hotels LP, Sotherly files reports and current event disclosures with the Securities and Exchange Commission that cover its hotel portfolio, capital structure, governance and material transactions.
Investors researching SOHO can use this page to review Form 8-K filings that describe key developments such as the Agreement and Plan of Merger with KW Kingfisher LLC and Sparrows Nest LLC, notices of default on property-level mortgage loans, new mortgage financings and forbearance arrangements. For example, 8-K reports detail the merger consideration of $2.25 per share in cash for Sotherly common stock, the conditions to closing, and the anticipated timing of the merger, as well as the terms of a forbearance agreement related to the Georgian Terrace hotel mortgage loan.
The filings also document Sotherly’s preferred equity structure. Separate 8-K and other filings identify its 8.0% Series B, 7.875% Series C and 8.25% Series D cumulative redeemable perpetual preferred stock, which trade under the symbols SOHOB, SOHOO and SOHON on The Nasdaq Stock Market. Filings may discuss dividend declarations, decisions to defer or suspend preferred dividends, and the treatment of preferred shares in connection with the proposed merger, including potential conversion rights under the company’s charter.
In addition to event-driven 8-Ks, Sotherly files annual and periodic reports such as Form 10-K and Form 10-Q, which contain audited and interim financial statements, management’s discussion and analysis, risk factors and detailed information on hotel operations and REIT-specific metrics like FFO and adjusted FFO. Definitive proxy statements on Schedule 14A provide insight into board elections, executive compensation, auditor appointments and stockholder voting outcomes.
Stock Titan enhances these filings with AI-powered summaries that highlight the main points of lengthy documents, helping users quickly identify items such as changes in auditors, new debt obligations, forbearance terms, merger provisions and dividend actions. Real-time updates from EDGAR ensure that new Sotherly filings, including Forms 3, 4 and 5 for insider transactions when available, appear promptly, allowing investors to monitor governance and ownership changes alongside financial and strategic disclosures.
By using this page, readers can move from high-level AI-generated overviews into the full text of Sotherly’s SEC filings, gaining a detailed view of how the company reports on its lodging portfolio, financing arrangements, preferred and common equity, and the proposed merger that would take Sotherly private.
Sotherly Hotels Inc. is having its common stock removed from listing and/or registration on the Nasdaq Stock Market under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq filed a Form 25, certifying it has met the requirements to strike this class of securities from listing.
The filing also references rules governing voluntary withdrawal of a class of securities from listing and registration, indicating that applicable exchange and regulatory procedures have been followed.
Sotherly Hotels Inc. director Anthony C. Zinni reported a merger-related share disposition. On February 12, 2026, he disposed of 110,164 shares of common stock at $2.25 per share, leaving him with 0 shares beneficially owned.
The transaction occurred when Sparrows Nest LLC merged into Sotherly Hotels Inc., with the company becoming a subsidiary of KW Kingfisher LLC. At the effective time of the merger, each share of Sotherly common stock was automatically converted into the right to receive $2.25 in cash per share, as provided in the merger agreement approved by the company’s board.
Sotherly Hotels Inc. director George S. Gibson IV disposed of 76,093 shares of common stock on February 12, 2026 at $2.25 per share. The transaction occurred when Sparrows Nest LLC merged into Sotherly Hotels, making the company a subsidiary of KW Kingfisher LLC under a previously signed merger agreement.
In the merger, each share of Sotherly Hotels common stock was automatically converted into the right to receive $2.25 in cash without interest as merger consideration. Following this cash-out transaction, Gibson reported beneficial ownership of 0 shares of Sotherly Hotels common stock.
Sotherly Hotels Inc. completed a merger on February 12, 2026, in which each share of common stock was automatically converted into the right to receive $2.25 in cash per share.
Director Maria L. Caldwell disposed of 48,190 shares of common stock in this transaction at $2.25 per share, leaving her with 0 shares beneficially owned afterward. The disposition was approved by the company’s board under Rule 16b-3.
Sotherly Hotels Inc. director Walter S. Robertson III reported a disposition of 5,250 shares of common stock on February 12, 2026. The filing shows the shares were converted at $2.25 per share in cash as part of a previously agreed merger.
Under the merger, Sparrows Nest LLC merged into Sotherly Hotels, which continues as a subsidiary of KW Kingfisher LLC. Each share of Sotherly Hotels common stock was automatically converted into the right to receive $2.25 in cash, and the director now holds 0 shares after the transaction, which was approved by the board under Rule 16b-3.
Sotherly Hotels Inc. executive vice president and chief operating officer Scott M. Kucinski reported disposing of his common stock in connection with the company’s merger on February 12, 2026. Each share of common stock was automatically converted into the right to receive $2.25 in cash per share under the Merger Agreement.
The filing shows a disposition of 153,445 shares of common stock held directly and 98,171 shares held indirectly through the company’s Employee Stock Ownership Plan, with both positions going to zero after the transaction. The footnotes explain that outstanding restricted stock units were canceled at closing and converted into an equivalent cash payment based on the same $2.25 merger consideration.
Sotherly Hotels’ chief financial officer, Anthony E. Domalski, reported disposing of all his common shares in connection with the company’s merger into a subsidiary of KW Kingfisher LLC.
On February 12, 2026, Domalski disposed of 254,950 directly held shares and 107,490 shares held indirectly through the Employee Stock Ownership Plan, each converted into the right to receive
Sotherly Hotels Inc.’s President and CEO, David R. Folsom, reported that all of his common stock holdings were disposed of on February 12, 2026 when the company completed a merger. Each share of common stock was automatically converted into the right to receive $2.25 in cash per share under the merger agreement.
The filing shows dispositions of 114,095 common shares held directly, 501,660 shares held through the David R. Folsom Revocable Trust, and 107,490 shares held through the ESOP, after which no common shares remained beneficially owned. Folsom continues to hold 1,450 shares of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock directly.
Sotherly Hotels Inc. completed a merger in which Sparrows Nest LLC merged into the company, making it a subsidiary of KW Kingfisher LLC. At the February 12, 2026 effective time, each share of common stock was automatically converted into the right to receive $2.25 in cash per share without interest.
As a result, Chairman and director Andrew Sims and related entities disposed of all direct and indirect common stock holdings and now report zero common shares. All outstanding restricted stock units were canceled and converted into equivalent cash rights based on the same $2.25 per share consideration. Sims continues to hold directly 1,500 shares each of the 8.0% Series B, 7.875% Series C, and 8.25% Series D cumulative redeemable perpetual preferred stock.
Trium Capital LLP, a United Kingdom-based investment adviser, has filed a Schedule 13G reporting a significant passive stake in Sotherly Hotels Inc. common stock. Trium reports beneficial ownership of 1,843,435 shares, representing approximately 7.5%–7.53% of the outstanding common shares.
Trium has sole voting and sole dispositive power over all 1,843,435 shares, with no shared voting or shared dispositive power. The firm certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Sotherly Hotels.
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