Sotherly Hotels SEC Filings

Sotherly Hotels Inc. has agreed to be acquired by KW Kingfisher LLC through a merger in which Sparrows Nest LLC will merge into Sotherly, leaving Sotherly as a wholly owned subsidiary. At closing, each outstanding common share will be converted into the right to receive $2.25 in cash per share, without interest and subject to adjustments described in the merger agreement.

Holders of Series B, C and D preferred shares may, after closing and within a specified election period, convert their preferred stock into common stock and receive cash based on the same $2.25 per share rate; preferred shares that are not converted will remain outstanding on existing terms and receive no merger consideration. ESOP shares and vested restricted stock will receive the same cash price as other common shares.

A special meeting of common stockholders will be held on January 22, 2026, to vote on the merger, an advisory vote on executive compensation and a possible adjournment. The merger requires approval by a majority of all outstanding common shares, and the board, following a special committee recommendation and a fairness opinion from Piper Sandler, unanimously recommends voting "FOR" all proposals.

Sotherly Hotels Inc. reported the results of its 2025 Annual Meeting of Stockholders held on November 17, 2025. Stockholders elected six directors – Maria L. Caldwell, David R. Folsom, G. Scott Gibson IV, Walter S. Robertson III, Andrew M. Sims, and Gen. Anthony C. Zinni – to serve for the ensuing year, with each nominee receiving more votes for than withheld, alongside broker non-votes.

Stockholders also ratified Cherry Bekaert LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 14,678,788 votes in favor. In an advisory vote, the Company’s executive compensation received 6,825,607 votes in favor and 1,722,551 against. In the advisory vote on frequency of future say-on-pay votes, 6,353,023 votes favored holding the vote every year, and the Company will conduct this advisory vote annually until the next frequency vote.

Sotherly Hotels Inc. (SOHO) reported Q3 2025 results. Total revenue was $38,013,122 versus $40,699,981 a year ago, and net loss attributable to common stockholders was $7,484,536 (basic and diluted loss per share $0.37) versus $5,603,761 ($0.29) last year. Nine‑month revenue was $135,119,610 versus $137,942,779.

Operating cash provided was $9,760,267 for the nine months, with $11,543,613 invested in hotel property improvements and a net $1,338,680 used in financing. Cash, cash equivalents and restricted cash totaled $29,622,021 at period end. On the balance sheet, total assets were $411,381,376, mortgage loans (net) were $320,510,464, and total equity was $36,755,817.

Financing updates: on September 12, 2025, the Company closed a $42,000,000 mortgage on The DeSoto at a fixed 7.13% rate, receiving approximately $5,780,000 in net proceeds. A planned $17,750,000 sale of a portion of the Georgian Terrace parking garage was terminated on November 13, 2025. As of November 12, 2025, 20,490,501 common shares were outstanding.

Sotherly Hotels Inc. and Sotherly Hotels LP reported two material events. First, the planned sale of a portion of the Georgian Terrace hotel’s parking garage to Banyan Street Capital for $17.75 million was terminated by the buyer pursuant to its contractual right.

Second, the company received a Notice of Default on the mortgage secured by the DoubleTree Resort by Hilton Hollywood Beach. The related direct financial obligation was approximately $49.3 million as of November 12, 2025. The lender, through its trustee, indicated it may pursue remedies including foreclosure. The company has engaged a consultant and provided proposed terms to seek a loan extension. The property remains in a cash management “cash trap,” with substantially all hotel revenues swept to the lender-controlled account.

Sotherly Hotels Inc. (SOHO) announced a suspension and deferral of preferred dividends. On October 27, 2025, the board approved deferring the previously declared dividends on its Series B, Series C, and Series D Cumulative Redeemable Perpetual Preferred Stock that were scheduled to be paid on November 20, 2025 to holders of record as of October 31, 2025. The October 31, 2025 record date for each series has been canceled, and the Company is suspending future preferred stock dividends.

The Company also issued a press release (Exhibit 99.1) regarding the deferral. In separate disclosures, Sotherly noted plans to file proxy materials related to a proposed transaction, with details to be provided in forthcoming SEC filings.

Sotherly Hotels Inc. (SOHO) agreed to be acquired by KW Kingfisher LLC via a merger in which each outstanding share of common stock will be converted into $2.25 in cash, without interest. Limited partnership interests will be offered the same per‑share cash amount at closing. Holders of the 8.0% Series B, 7.875% Series C, and 8.25% Series D preferred shares may, after closing and within a Charter‑defined window and share cap, elect to convert into common and receive the same $2.25 per share; if not converted, preferred shares remain outstanding on their current terms.

The deal requires approval by a majority of outstanding common shares and other customary conditions, with no financing condition. The outside date is April 22, 2026, and closing is anticipated in Q1 2026. Termination fees include $4 million payable by the Company in specified circumstances and $8 million payable by Parent in others.

Concurrent with signing, the operating partnership entered a revolving credit line of up to $25 million at Term SOFR plus a margin (initially 3.25% for nine months, then 7.50%, floor 3.35%), with mandatory prepayments from asset sale/refinancing proceeds. Parent parties delivered financing commitments including up to $350 million in debt, up to $65 million in mezzanine debt/equity, and $47 million in equity contributions.

Sotherly Hotels Inc. (SOHO) reported a board change. Effective October 17, 2025, Herschel J. Walker resigned as a director of Sotherly Hotels Inc., the sole general partner of Sotherly Hotels LP. The company stated the resignation did not result from any disagreement regarding operations, policies, or practices.

The filing lists the company’s traded securities: common stock (SOHO) and preferred series 8.0% Series B (SOHOB) and 7.875% Series C (SOHOO). No other leadership or policy changes were disclosed in this report.

Sotherly Hotels Inc. (SOHO) proxy excerpts disclose principal stockholders, executive compensation practices and plan terms. The filing reports beneficial ownership: Amos Benjamin Lubin with 1,088,718 common shares and Gator-related parties with up to 1,002,962 shared voting/dispositive power; several insiders hold shares through trusts, ESOP allocations and unvested restricted stock that vest in 2025–2027. The NCGC Committee evaluates named executive officers at least annually and approves CEO, chairman, CFO and COO compensation, administered incentive and equity plans and considers peer market data and company performance. Disclosures include dollar valuations of restricted stock grants (e.g., 38,000 and 34,000 shares), 401(k) and insurance benefits for named executives for 2022–2024, ESOP allocations, CEO pay-ratio methodology, material terms of hotel management agreements including base and incentive fees, and auditor statements noting no disagreements or reportable events with prior auditors.