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. filed a Form 12b-25 notifying the SEC that it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 due to corporate changes following a merger and related delisting. The company says the merger with KW Kingfisher LLC closed on February 12, 2026 and its common stock was removed from the NASDAQ Capital Market effective February 13, 2026. Management reports it is integrating new leadership, completing required exchange and SEC processes, and assembling documentation needed to finish the audit. The company anticipates filing the Annual Report no later than the fifteenth calendar day following the prescribed due date.
Sotherly Hotels Inc. plans to voluntarily delist all Series B, C and D preferred shares from Nasdaq, move them to an OTC trading platform, and continue SEC reporting as a REIT. The company has already undergone a change of control and most preferred holders chose cash conversion.
The operating partnership also entered a one-year consulting agreement with KWC Management, LLC effective February 12, 2026, paying an annual asset management fee of $650,000 plus expenses. Following designation of March 20, 2026 as the Change in Control Conversion Date, holders of Series B, C and D preferred tendered shares for cash totaling $22,164,952, $23,005,385 and $13,647,549, respectively, which were paid and the shares cancelled on March 25, 2026.
Sotherly Hotels Inc. has notified holders of its three Nasdaq-listed preferred stock series that a recent merger triggering a Change of Control gives them a right to elect cash conversion. Parent company KW Kingfisher LLC now owns all outstanding common shares following the February 12, 2026 merger.
Under the Articles, each share of 8.0% Series B, 7.875% Series C, and 8.25% Series D preferred stock may be converted into cash of $18.656708, $19.132650, and $16.00, respectively, subject to a share cap and possible prior redemptions. Holders must follow brokerage and DTC procedures by 5:00 p.m. ET on March 20, 2026. Shares not converted remain outstanding, and the company expects any remaining preferred shares to be listed on the OTCQB Venture Market.
Sotherly Hotels Inc. director and Chief Financial Officer William Ryan Pellum filed an initial ownership report showing that he does not beneficially own any company securities. The Form 3 lists total direct holdings as 0.0000 shares as of the reporting date, indicating no reportable equity position in Sotherly Hotels at this time.
Sotherly Hotels Inc. director Jay Jeffrey Schulte filed an initial ownership report stating that he currently holds no beneficial ownership of the company’s securities. This Form 3 filing formally records his insider status while confirming that he does not own any shares as of the reported date.
Sotherly Hotels Inc. director and Chief Executive Officer Zachary Douglas Schmidt filed an initial ownership report stating that he currently has no securities beneficially owned in the company. The filing shows total direct holdings of 0 shares following the reported position.
Sotherly Hotels Inc. completed a merger in which KW Kingfisher LLC became the sole owner of the company. At the merger’s effective time on February 12, 2026, all outstanding common shares (other than cancelled shares) were converted into the right to receive $2.25 per share in cash, without interest.
KW Kingfisher now beneficially owns 100 shares of common stock, representing approximately 100% of the issuer’s outstanding common stock. Holders of the company’s Series B, Series C, and Series D preferred stock could elect to convert into common stock and receive the merger consideration, subject to charter terms including a share cap.
Sotherly Hotels Inc. completed its cash merger with KW Kingfisher LLC, making Sotherly a wholly owned subsidiary of the buyer and ending trading of its common stock on Nasdaq as of February 12, 2026. Each share of Sotherly common stock was converted into the right to receive $2.25 in cash.
Existing preferred stockholders may elect to convert their preferred shares into common stock and receive the same $2.25 per-share merger consideration, subject to charter terms and a March 20, 2026 conversion date. The company refinanced debt on eight hotels through a $308 million Apollo senior loan and a mezzanine loan of up to $45 million from an Ascendant affiliate, with portions available to redeem preferred stock and fund property improvements. Schulte Hospitality Group was engaged under long-term management agreements to operate key hotels, while the prior property management agreement with Our Town Hospitality was terminated. The merger triggered a broad change in directors and officers, installing a new leadership team tied to the buyer, updating indemnification protections, adding board observer rights for Schulte and an Ascendant affiliate, and amending bylaws to remove certain legacy governance provisions.
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.