Sotherly Hotels shareholders back merger with KW Kingfisher

Sotherly Hotels Inc. held a Special Meeting of stockholders on January 22, 2026 to vote on a proposed merger and related matters.

Rhea-AI Filing Summary

Sotherly Hotels Inc. held a Special Meeting of stockholders on January 22, 2026 to vote on a proposed merger and related matters. As of the December 5, 2025 record date, there were 20,490,501 common shares outstanding, and 12,032,916 shares, or about 58.7% of those entitled to vote, were represented, establishing a quorum.

Stockholders approved the merger of Sparrows Nest LLC, a wholly owned subsidiary of KW Kingfisher LLC, with and into Sotherly Hotels Inc. The merger proposal received 11,803,072 votes for, 220,962 against, and 8,882 abstentions. On a non-binding, advisory basis, stockholders also approved the compensation that may be paid to the company’s named executive officers in connection with the merger, with 11,511,515 votes for, 491,554 against, and 29,847 abstentions.

A proposal to adjourn the Special Meeting, if necessary to solicit additional proxies for the merger, received 11,680,613 votes for, 327,173 against, and 25,130 abstentions, but adjournment was not needed because sufficient votes were already obtained. The company issued a press release on January 22, 2026 announcing these voting results.

Insights

M&A and corporate governance analyst

Shareholders approved Sotherly Hotels’ merger and related executive pay.

The core outcome is stockholder approval of the merger between Sotherly Hotels Inc. and Sparrows Nest LLC, a wholly owned subsidiary of KW Kingfisher LLC. The merger proposal received 11,803,072 votes in favor versus 220,962 against and 8,882 abstentions, indicating strong support among participating shares. Quorum was achieved with 12,032,916 shares represented out of 20,490,501 outstanding as of the record date.

Shareholders also supported, on a non-binding basis, the compensation that may be paid to named executive officers in connection with the merger, with 11,511,515 votes for, 491,554 against, and 29,847 abstentions. This advisory approval suggests broad acceptance of the disclosed transaction-related pay arrangements, though it does not itself change compensation terms.

An adjournment proposal to extend the meeting, if needed to secure more votes for the merger, passed but ultimately was not used because support for the merger was already sufficient. Subsequent company communications, such as the January 22, 2026 press release, are expected to focus on next procedural steps under the previously signed Agreement and Plan of Merger dated October 24, 2025.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Sotherly Hotels Inc. (SOHO) shareholders approve at the Special Meeting?

At the January 22, 2026 Special Meeting, stockholders approved the merger of Sparrows Nest LLC, a wholly owned subsidiary of KW Kingfisher LLC, with and into Sotherly Hotels Inc., along with the other transactions contemplated by the Agreement and Plan of Merger dated October 24, 2025.

How many Sotherly Hotels (SOHO) shares were eligible to vote and how many were represented?

As of the December 5, 2025 record date, there were 20,490,501 Sotherly Hotels common shares outstanding and entitled to one vote each. At the Special Meeting, 12,032,916 shares, representing approximately 58.7% of the shares entitled to vote, were present in person or by proxy, constituting a quorum.

What were the detailed voting results on the Sotherly Hotels merger proposal?

For the merger proposal, Sotherly Hotels stockholders cast 11,803,072 votes for, 220,962 votes against, and 8,882 abstentions. There were no broker non-votes reported on this proposal.

How did Sotherly Hotels (SOHO) shareholders vote on merger-related executive compensation?

On a non-binding, advisory basis, shareholders approved the compensation that may be paid or become payable to the company’s named executive officers in connection with the merger, with 11,511,515 votes for, 491,554 votes against, and 29,847 abstentions, and no broker non-votes.

Was the Sotherly Hotels Special Meeting adjourned to solicit more proxies?

An adjournment proposal received 11,680,613 votes for, 327,173 votes against, and 25,130 abstentions, but adjournment was deemed unnecessary because there was a quorum and sufficient proxies to approve the merger proposal at the time of the meeting.

Did Sotherly Hotels (SOHO) issue a press release about the Special Meeting results?

Yes. On January 22, 2026, Sotherly Hotels Inc. issued a press release announcing the voting results of the Special Meeting. This press release is included as Exhibit 99.1 and is incorporated by reference.

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Accepted by SEC EDGAR 01/22/2026 - 03:00 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2026

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact name of Registrant as Specified in Its Charter)

Maryland (Sotherly Hotels Inc.) Delaware (Sotherly Hotels LP)	001-32379 (Sotherly Hotels Inc.) 001-36091 (Sotherly Hotels LP)	20-1531029 (Sotherly Hotels Inc.) 20-1965427 (Sotherly Hotels LP)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
306 South Henry Street, Suite 100 Williamsburg, Virginia		23185
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (757) 229-5648

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	SOHO	The Nasdaq Stock Market LLC
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHOB	The Nasdaq Stock Market LLC
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHOO	The Nasdaq Stock Market LLC

8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value SOHON The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Sotherly Hotels Inc. ☐ Sotherly Hotels LP ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Sotherly Hotels Inc. ☐ Sotherly Hotels LP ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 22, 2026, Sotherly Hotels Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 12, 2025. As of the close of business on December 5, 2025, the record date of the Special Meeting, there were 20,490,501 shares of common stock of the Company (“Company Common Shares”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 12,032,916 Company Common Shares, representing approximately 58.7% of the outstanding Company Common Shares entitled to vote, were present in person or represented by proxy, constituting a quorum. The voting results regarding each proposal are set forth below.

I.Approval of the merger (the “Merger”) of Sparrows Nest LLC (“Merger Sub”), a Maryland limited liability company and wholly owned subsidiary of KW Kingfisher LLC, a Delaware limited liability company (“Parent”), with and into the Company and the other transactions contemplated by the Agreement and Plan of Merger, dated as of October 24, 2025, by and among Parent, Merger Sub, and the Company (the “Merger Proposal”).

The Merger Proposal was approved by the requisite vote of the Company’s shareholders.

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,803,072		220,962		8,882		—

II.Approval of, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”).

The Advisory Compensation Proposal was approved by the requisite vote of the Company’s shareholders.

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,511,515		491,554		29,847		—

III.Approval of the adjournment of the Special Meeting to a later date, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal.

Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal.

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,680,613		327,173		25,130		—

Item 8.01 Other Events.

On January 22, 2026, the Company issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated January 22, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: January 22, 2026		SOTHERLY HOTELS INC.
		By:	/s/ Anthony E. Domalski
			Anthony E. Domalski
			Chief Financial Officer
		SOTHERLY HOTELS LP
			by its General Partner,
			SOTHERLY HOTELS INC.
		By:	/s/ Anthony E. Domalski
			Anthony E. Domalski
			Chief Financial Officer