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.
Sotherly Hotels Inc. filings document the formal transition of a lodging REIT and its operating partnership, Sotherly Hotels LP, following the completed acquisition of the company. The record includes 8-K disclosures for material agreements, stockholder voting matters, capital-structure items and other corporate events, along with Form 25 filings removing the common stock and preferred stock from Nasdaq listing and registration.
The filings also cover the company's 8.0% Series B, 7.875% Series C and 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, including Form 15 certification to terminate or suspend Exchange Act registration and reporting obligations for those classes. Earlier disclosures address hotel-level financing, operating results, governance matters and risk factors associated with the REIT's lodging portfolio.
Sotherly Hotels Inc. received an amended Schedule 13G/A from Amos B. Lubin reporting 0 shares of Common Stock (CUSIP 83600C103). The filing lists beneficial ownership as 0 shares, representing 0% of the class. The form is signed on 04/28/2026.
Sotherly Hotels Inc. received an Amendment No. 1 to a Schedule 13G/A from Trium Capital LLP stating zero shares beneficially owned (0 shares, 0%) of Common Stock, CUSIP 83600C103. The filing includes a compliance certification referencing the UK Financial Conduct Authority and is signed by the Chief Compliance Officer on 04/28/2026.
Sotherly Hotels Inc. filed a Form 15 certifying termination of its registration under Section 12(g) and suspension of the duty to file reports under Sections 13 and 15(d). The filing, signed April 21, 2026, lists three series of cumulative redeemable perpetual preferred stock covered by the Form.
Sotherly Hotels Inc. and its operating partnership report a transformative year marked by a completed merger with KW Kingfisher LLC and a full recapitalization of their hotel portfolio. The company is now a wholly owned subsidiary of KW Kingfisher, with Sotherly Hotels LP as an indirect subsidiary.
At the February 12, 2026 closing, public common shareholders’ stock was converted into $2.25 per share in cash, and the common stock was delisted from Nasdaq, while preferred stock remains outstanding and keeps the company reporting to the SEC. The portfolio included ten full-service hotels with 2,786 rooms as of December 31, 2025, concentrated in upscale and upper‑upscale segments across the southern and mid‑Atlantic United States.
To refinance existing property debt and fund preferred stock redemptions and property improvements, the company entered into a new $308.0 million senior loan with Apollo affiliates and a $45.0 million mezzanine loan with an Ascendant Capital affiliate. Day‑to‑day hotel management transitioned from Our Town to Schulte Hospitality under new long‑term agreements, as Sotherly focuses on operational discipline, capital reinvestment and balance sheet management while maintaining REIT status.
Sotherly Hotels Inc. filed a Form 25 to remove three series of cumulative redeemable perpetual preferred stock from listing and registration on the Nasdaq Stock Market. The notice lists the 8.0% Series B, 7.875% Series C, and 8.25% Series D preferred shares and states the company and the Exchange complied with Rule 12d2-2(c). The form is signed by Ryan Pellum, Chief Financial Officer on April 8, 2026.
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.