Sotherly Hotels sets cash terms for preferreds

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.

Rhea-AI Filing Summary

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.

Insights

Capital structure and preferred securities analyst

Merger triggers cash conversion choice for Sotherly preferred holders.

The company confirms that its completed merger constitutes a Change of Control under the preferred stock Articles, giving Series B, C, and D holders a defined cash conversion right. Per-share cash amounts are $18.656708, $19.132650, and $16, respectively, with a share cap and standard redemption priority.

Holders have until March 20, 2026, at 5:00 p.m. Eastern Time to elect conversion via their brokers and the Depositary Trust Company. Any unconverted preferred shares remain outstanding under existing terms, and the company expects remaining preferred series to move from Nasdaq listings to the OTCQB Venture Market after the election period.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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) disclose in this 8-K about its preferred stock?

Sotherly Hotels disclosed that a completed merger triggered a Change of Control under its preferred stock terms, giving Series B, C, and D holders a cash conversion right with specified per-share amounts and a deadline of March 20, 2026, at 5:00 p.m. Eastern Time.

What cash amount can Sotherly Hotels Series B preferred holders receive per share?

Each Series B preferred share may be converted into the right to receive $18.656708 in cash, subject to the share cap and other terms in the Articles. This conversion right arises from the Change of Control following the merger completed on February 12, 2026.

What is the conversion consideration for Sotherly Hotels Series C preferred shares?

Each Series C preferred share may be converted into the right to receive $19.132650 in cash, subject to the share cap and other Article terms. The amount is based on a Common Stock Price of $2.25 per share, equal to the merger cash consideration for common stockholders.

How much cash can Sotherly Hotels Series D preferred holders receive per share?

Each Series D preferred share may be converted into the right to receive $16.00 in cash, subject to the share cap and redemption provisions. This option is part of the Change of Control Conversion Right triggered by the merger where common shareholders received $2.25 per share in cash.

What is the deadline for Sotherly Hotels preferred holders to elect cash conversion?

Holders of Sotherly’s Series B, C, and D preferred shares must complete required brokerage and Depositary Trust Company procedures by 5:00 p.m., Eastern Time, on March 20, 2026. After this Election Period, properly elected conversions will be paid, and unconverted shares will remain outstanding.

What happens to Sotherly Hotels preferred shares that are not converted to cash?

Any preferred shares not elected for conversion will remain outstanding under the existing Articles and receive no additional merger consideration. The company expects any remaining preferred series to be listed on the OTCQB Venture Market after the Election Period ends on March 20, 2026.

Who now owns Sotherly Hotels common stock after the merger?

Following the February 12, 2026 merger, KW Kingfisher LLC, referred to as Parent, now holds all issued and outstanding shares of Sotherly Hotels’ common stock. This transaction constitutes the Change of Control that activated the preferred holders’ cash conversion rights described in the notices.

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Accepted by SEC EDGAR 02/27/2026 - 08:22 AM 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): February 27, 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.)
20 Huling Ave Memphis, Tennessee				38103
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (901) 346-8800

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
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 8.01. Other Events.

As previously disclosed, pursuant to the Agreement and Plan of Merger dated October 24, 2025 (the “Merger Agreement”) by and among Sotherly Hotels, Inc. (the “Company”), KW Kingfisher LLC (“Parent”), and Parent’s wholly-owned subsidiary, Sparrows Nest LLC (“Merger Sub”), on February 12, 2026, Merger Sub merged with and into the Company, with the Company being the surviving entity (the “Merger”).

Following the closing of the Merger, each share of the Company’s 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock (“Series C Preferred Stock”), and 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock” and collectively, the “Company Preferred Stock”) issued and outstanding immediately before the Effective Time (as defined in the Merger Agreement) became entitled to receive the Merger Consideration (as defined in the Merger Agreement) if the holder thereof elects to convert, subject to the terms and conditions contained in the Articles Supplementary that established the rights and preferences of the Company Preferred Stock (the “Articles”), including the share cap as defined therein, their respective shares of Company Preferred Stock into Company Common Stock (as defined in the Merger Agreement) after the closing of the Merger. As such, on February 27, 2026, the Company posted to its corporate website, and provided, the holders of the Company Preferred Stock (the “Preferred Stockholders”), a notice of Change of Control (as defined in the Articles) informing the Preferred Stockholders of the Change of Control and describing the resulting Change of Control Conversion Right (as defined in the Articles). The Company has designated March 20, 2026 as the Change in Control Conversion Date (as defined in the Articles). Copies of the notices of Change of Control for the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are attached as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein solely for purposes of this Item 7.01 disclosure. Copies of each notice are attached as Exhibits 99.1, 99.2 and 99.3 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Notice of Change of Control to Holders of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, dated February 27, 2026.
99.2		Notice of Change of Control to Holders of 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, dated February 27, 2026.
99.3		Notice of Change of Control to Holders of 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, dated February 27, 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: February 27, 2026

SOTHERLY HOTELS INC.
By:		/s/ Zach Schmidt
		Zach Schmidt Chief Executive Officer

SOTHERLY HOTELS LP
		by its General Partner, SOTHERLY HOTELS INC.
By:		/s/ Zach Schmidt
		Zach Schmidt
		Chief Executive Officer

Exhibit 99.1

Sotherly Hotels Inc.

20 Huling Avenue

Memphis, TN 38103

February 27, 2026

Dear Holder of Series B Preferred Stock (CUSIP: 83600C301):

As has been previously disclosed, pursuant to the Agreement and Plan of Merger dated October 24, 2025 among Sotherly Hotels, Inc. (the “Company”), KW Kingfisher LLC (“Parent”), and Parent’s wholly-owned subsidiary, Sparrows Nest LLC (“Merger Sub”), on February 12, 2026, Merger Sub merged with and into the Company, with the Company being the surviving entity (the “Merger”). As a result of the Merger, Parent now holds all issued and outstanding shares of the Company’s Common Stock. You are receiving this notice as a holder of record of shares of the Company’s 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Preferred Stock”).

Under the Articles Supplementary that established the rights and preferences of the Preferred Stock (the “Articles”),¹ the Merger constitutes a Change of Control (as that term is defined in the Articles). As a result of the Change of Control, each holder of shares of Preferred Stock has the right to elect to convert some or all of the shares of Preferred Stock held by such holder into a cash payment, subject to the terms and conditions set forth in the Articles.

Under the Articles and subject to the Share Cap (as defined therein), each share of Preferred Stock may be converted into the right to receive $18.656708 in cash (the “Conversion Consideration”). For purposes of the Change of Control Conversion Right described in the Articles, because the consideration payable to holders of Common Stock in the Merger consisted solely of cash, the “Common Stock Price” used to determine the Conversion Consideration equals the cash consideration per share of Common Stock payable in the Merger, which was $2.25 per share.

If, prior to the Change in Control Conversion Date, the Company elects to redeem any shares of Series B Preferred Stock pursuant to the applicable redemption provisions of the Articles, holders of such shares will not be entitled to convert such shares and will instead be redeemed on the related redemption date.

In order to exercise your right to convert, you must comply with the protocols and procedures established by your brokerage firm and the Depositary Trust Company on or before 5:00 p.m., Eastern Time on March 20, 2026 (the “Change in Control Conversion Date” and such period, the “Election Period”).

If you have any questions about responding to this notice, please email the Company at sotherly@sotherlyhotels.com.

Promptly following the end of the Election Period, Conversion Consideration to all holders that properly and timely elected to convert will be promptly distributed. If you do not wish to convert your shares of Preferred Stock for any reason, simply disregard this Notice. No action is required if you do not wish to convert any portion of your shares. Any shares of Preferred Stock that the holder does not elect to convert into the Conversion Consideration will remain outstanding and subject to the terms of the Articles, and such holder will not receive any other consideration for those shares as a result of the Merger. Following the Election Period and in the event not all shares of Preferred Stock are converted, the Company expects to list the remaining shares of Preferred Stock on the OTCQB^® Venture Market of the OTCMarkets.

¹  A copy of the Articles can be found as an Exhibit to the Company’s Annual Report on Form 10-K.

Additional information regarding the Merger and the Company can be found on the “SEC Filings” page of the Company’s website at https://investors.sotherlyhotels.com/financial-info/sec-filings/, including (1) the Proxy Statement dated December 12, 2025 for the special meeting of stockholders held to consider and vote upon the Merger, (2) the Current Report on Form 8-K dated February 18, 2026 that discloses the closing of the Merger and certain related events, and (3) any filings made by the Company with the U.S. Securities and Exchange Commission (“SEC”) on or after February 19, 2026, each of which is important to consider when making a decision whether to convert your shares of Preferred Stock into cash.

THIS NOTICE IS NOT AN OFFER TO PURCHASE ANY SHARES OF PREFERRED STOCK OR ANY OTHER SECURITIES. THE COMPANY MAKES NO RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO CONVERT OR REFRAIN FROM CONVERTING SHARES OF PREFERRED STOCK. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO CONVERT AND, IF SO, THE PORTION OF SHARES TO CONVERT. THE COMPANY MAKES NO REPRESENTATION AND GIVES NO ASSURANCE REGARDING THE ADEQUACY OF THE CONVERSION CONSIDERATION, THE CURRENT OR FUTURE VALUE OF THE COMPANY OR ANY SHARES OF PREFERRED STOCK, OR ANY TAX CONSEQUENCES OR IMPLICATIONS (WHETHER UNDER FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS) OF ANY DECISION TO CONVERT OR REFRAIN FROM CONVERTING SHARES OF PREFERRED STOCK. YOU ARE STRONGLY URGED TO CONSULT YOUR OWN LEGAL, FINANCIAL AND TAX ADVISORS IN MAKING A DECISION WHETHER TO CONVERT.

Cautionary Statement Regarding Forward Looking Statements

This Notice and the reports filed by the Company with the SEC contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and the Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained therein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s current strategies, expectations and future plans, are generally identified by the Company’s use of words such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions, whether in the negative or affirmative, but the absence of these words does not necessarily mean that a statement is not forward looking. All statements regarding the Company’s expected financial position, business and financing plans are forward-looking statements. Readers should specifically consider the various factors identified in this Notice and reports filed by the Company with the SEC, including, but not limited to those discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s subsequent periodic reports filed with the SEC that could cause actual results to differ.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors discussed in the reports the Company files with the SEC from time to time, risks and uncertainties

for the Company include, but are not limited to: the possibility that some or all of the anticipated benefits of the Merger will not be realized or will not be realized within the expected time period; diversion of management’s attention from ongoing business operations and opportunities due to the Merger; the challenges of integrating and retaining key employees; the effects of the Merger on the customer and employee relationships and operating results of the Company; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this Notice are made as of the date hereof and are based on information available at that time. Except as required by law, the Company does not assume any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.

Exhibit 99.2

Sotherly Hotels Inc.

20 Huling Avenue

Memphis, TN 38103

February 27, 2026

Dear Holder of Series C Preferred Stock (CUSIP: 83600C400):

As has been previously disclosed, pursuant to the Agreement and Plan of Merger dated October 24, 2025 among Sotherly Hotels, Inc. (the “Company”), KW Kingfisher LLC (“Parent”), and Parent’s wholly-owned subsidiary, Sparrows Nest LLC (“Merger Sub”), on February 12, 2026, Merger Sub merged with and into the Company, with the Company being the surviving entity (the “Merger”). As a result of the Merger, Parent now holds all issued and outstanding shares of the Company’s Common Stock. You are receiving this notice as a holder of record of shares of the Company’s 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Preferred Stock”).

Under the Articles Supplementary that established the rights and preferences of the Preferred Stock (the “Articles”),¹ the Merger constitutes a Change of Control (as that term is defined in the Articles). As a result of the Change of Control, each holder of shares of Preferred Stock has the right to elect to convert some or all of the shares of Preferred Stock held by such holder into a cash payment, subject to the terms and conditions set forth in the Articles.

Under the Articles and subject to the Share Cap (as defined therein), each share of Preferred Stock may be converted into the right to receive $19.132650 in cash (the “Conversion Consideration”). For purposes of the Change of Control Conversion Right described in the Articles, because the consideration payable to holders of Common Stock in the Merger consisted solely of cash, the “Common Stock Price” used to determine the Conversion Consideration equals the cash consideration per share of Common Stock payable in the Merger, which was $2.25 per share.

If, prior to the Change in Control Conversion Date, the Company elects to redeem any shares of Series C Preferred Stock pursuant to the applicable redemption provisions of the Articles, holders of such shares will not be entitled to convert such shares and will instead be redeemed on the related redemption date.

In order to exercise your right to convert, you must comply with the protocols and procedures established by your brokerage firm and the Depositary Trust Company on or before 5:00 p.m., Eastern Time on March 20, 2026 (the “Change in Control Conversion Date” and such period, the “Election Period”).

If you have any questions about responding to this notice, please email the Company at sotherly@sotherlyhotels.com.

Promptly following the end of the Election Period, Conversion Consideration to all holders that properly and timely elected to convert will be promptly distributed. If you do not wish to convert your shares of Preferred Stock for any reason, simply disregard this Notice. No action is required if you do not wish to convert any portion of your shares. Any shares of Preferred Stock that the holder does not elect to convert into the Conversion Consideration will remain outstanding and subject to the terms of the Articles, and such holder will not receive any other consideration for those shares as a result of the Merger. Following the Election Period and in the event not all shares of Preferred Stock are converted, the Company expects to list the remaining shares of Preferred Stock on the OTCQB^® Venture Market of the OTCMarkets.

¹  A copy of the Articles can be found as an Exhibit to the Company’s Annual Report on Form 10-K.

Additional information regarding the Merger and the Company can be found on the “SEC Filings” page of the Company’s website at https://investors.sotherlyhotels.com/financial-info/sec-filings/, including (1) the Proxy Statement dated December 12, 2025 for the special meeting of stockholders held to consider and vote upon the Merger, (2) the Current Report on Form 8-K dated February 18, 2026 that discloses the closing of the Merger and certain related events, and (3) any filings made by the Company with the U.S. Securities and Exchange Commission (“SEC”) on or after February 19, 2026, each of which is important to consider when making a decision whether to convert your shares of Preferred Stock into cash.

THIS NOTICE IS NOT AN OFFER TO PURCHASE ANY SHARES OF PREFERRED STOCK OR ANY OTHER SECURITIES. THE COMPANY MAKES NO RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO CONVERT OR REFRAIN FROM CONVERTING SHARES OF PREFERRED STOCK. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO CONVERT AND, IF SO, THE PORTION OF SHARES TO CONVERT. THE COMPANY MAKES NO REPRESENTATION AND GIVES NO ASSURANCE REGARDING THE ADEQUACY OF THE CONVERSION CONSIDERATION, THE CURRENT OR FUTURE VALUE OF THE COMPANY OR ANY SHARES OF PREFERRED STOCK, OR ANY TAX CONSEQUENCES OR IMPLICATIONS (WHETHER UNDER FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS) OF ANY DECISION TO CONVERT OR REFRAIN FROM CONVERTING SHARES OF PREFERRED STOCK. YOU ARE STRONGLY URGED TO CONSULT YOUR OWN LEGAL, FINANCIAL AND TAX ADVISORS IN MAKING A DECISION WHETHER TO CONVERT.

Cautionary Statement Regarding Forward Looking Statements

This Notice and the reports filed by the Company with the SEC contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and the Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained therein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s current strategies, expectations and future plans, are generally identified by the Company’s use of words such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions, whether in the negative or affirmative, but the absence of these words does not necessarily mean that a statement is not forward looking. All statements regarding the Company’s expected financial position, business and financing plans are forward-looking statements. Readers should specifically consider the various factors identified in this Notice and reports filed by the Company with the SEC, including, but not limited to those discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s subsequent periodic reports filed with the SEC that could cause actual results to differ.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors discussed in the reports the Company files with the SEC from time to time, risks and uncertainties

for the Company include, but are not limited to: the possibility that some or all of the anticipated benefits of the Merger will not be realized or will not be realized within the expected time period; diversion of management’s attention from ongoing business operations and opportunities due to the Merger; the challenges of integrating and retaining key employees; the effects of the Merger on the customer and employee relationships and operating results of the Company; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this Notice are made as of the date hereof and are based on information available at that time. Except as required by law, the Company does not assume any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.

Exhibit 99.3

Sotherly Hotels Inc.

20 Huling Avenue

Memphis, TN 38103

February 27, 2026

Dear Holder of Series D Preferred Stock (CUSIP: 83600C509):

As has been previously disclosed, pursuant to the Agreement and Plan of Merger dated October 24, 2025 among Sotherly Hotels, Inc. (the “Company”), KW Kingfisher LLC (“Parent”), and Parent’s wholly-owned subsidiary, Sparrows Nest LLC (“Merger Sub”), on February 12, 2026, Merger Sub merged with and into the Company, with the Company being the surviving entity (the “Merger”). As a result of the Merger, Parent now holds all issued and outstanding shares of the Company’s Common Stock. You are receiving this notice as a holder of record of shares of the Company’s 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Preferred Stock”).

Under the Articles Supplementary that established the rights and preferences of the Preferred Stock (the “Articles”),¹ the Merger constitutes a Change of Control (as that term is defined in the Articles). As a result of the Change of Control, each holder of shares of Preferred Stock has the right to elect to convert some or all of the shares of Preferred Stock held by such holder into a cash payment, subject to the terms and conditions set forth in the Articles.

Under the Articles and subject to the Share Cap (as defined therein), each share of Preferred Stock may be converted into the right to receive $16.642013 in cash (the “Conversion Consideration”). For purposes of the Change of Control Conversion Right described in the Articles, because the consideration payable to holders of Common Stock in the Merger consisted solely of cash, the “Common Stock Price” used to determine the Conversion Consideration equals the cash consideration per share of Common Stock payable in the Merger, which was $2.25 per share.

If, prior to the Change in Control Conversion Date, the Company elects to redeem any shares of Series D Preferred Stock pursuant to the applicable redemption provisions of the Articles, holders of such shares will not be entitled to convert such shares and will instead be redeemed on the related redemption date.

In order to exercise your right to convert, you must comply with the protocols and procedures established by your brokerage firm and the Depositary Trust Company on or before 5:00 p.m., Eastern Time on March 20, 2026 (the “Change in Control Conversion Date” and such period, the “Election Period”).

If you have any questions about responding to this notice, please email the Company at sotherly@sotherlyhotels.com.

Promptly following the end of the Election Period, Conversion Consideration to all holders that properly and timely elected to convert will be promptly distributed. If you do not wish to convert your shares of Preferred Stock for any reason, simply disregard this Notice. No action is required if you do not wish to convert any portion of your shares. Any shares of Preferred Stock that the holder does not elect to convert into the Conversion Consideration will remain outstanding and subject to the terms of the Articles, and such holder will not receive any other consideration for those shares as a result of the Merger. Following the Election Period and in the event not all shares of Preferred Stock are converted, the Company expects to list the remaining shares of Preferred Stock on the OTCQB^® Venture Market of the OTCMarkets.

¹  A copy of the Articles can be found as an Exhibit to the Company’s Annual Report on Form 10-K.

Additional information regarding the Merger and the Company can be found on the “SEC Filings” page of the Company’s website at https://investors.sotherlyhotels.com/financial-info/sec-filings/, including (1) the Proxy Statement dated December 12, 2025 for the special meeting of stockholders held to consider and vote upon the Merger, (2) the Current Report on Form 8-K dated February 18, 2026 that discloses the closing of the Merger and certain related events, and (3) any filings made by the Company with the U.S. Securities and Exchange Commission (“SEC”) on or after February 19, 2026, each of which is important to consider when making a decision whether to convert your shares of Preferred Stock into cash.

THIS NOTICE IS NOT AN OFFER TO PURCHASE ANY SHARES OF PREFERRED STOCK OR ANY OTHER SECURITIES. THE COMPANY MAKES NO RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO CONVERT OR REFRAIN FROM CONVERTING SHARES OF PREFERRED STOCK. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO CONVERT AND, IF SO, THE PORTION OF SHARES TO CONVERT. THE COMPANY MAKES NO REPRESENTATION AND GIVES NO ASSURANCE REGARDING THE ADEQUACY OF THE CONVERSION CONSIDERATION, THE CURRENT OR FUTURE VALUE OF THE COMPANY OR ANY SHARES OF PREFERRED STOCK, OR ANY TAX CONSEQUENCES OR IMPLICATIONS (WHETHER UNDER FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS) OF ANY DECISION TO CONVERT OR REFRAIN FROM CONVERTING SHARES OF PREFERRED STOCK. YOU ARE STRONGLY URGED TO CONSULT YOUR OWN LEGAL, FINANCIAL AND TAX ADVISORS IN MAKING A DECISION WHETHER TO CONVERT.

Cautionary Statement Regarding Forward Looking Statements

This Notice and the reports filed by the Company with the SEC contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and the Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained therein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s current strategies, expectations and future plans, are generally identified by the Company’s use of words such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions, whether in the negative or affirmative, but the absence of these words does not necessarily mean that a statement is not forward looking. All statements regarding the Company’s expected financial position, business and financing plans are forward-looking statements. Readers should specifically consider the various factors identified in this Notice and reports filed by the Company with the SEC, including, but not limited to those discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s subsequent periodic reports filed with the SEC that could cause actual results to differ.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors discussed in the reports the Company files with the SEC from time to time, risks and uncertainties

for the Company include, but are not limited to: the possibility that some or all of the anticipated benefits of the Merger will not be realized or will not be realized within the expected time period; diversion of management’s attention from ongoing business operations and opportunities due to the Merger; the challenges of integrating and retaining key employees; the effects of the Merger on the customer and employee relationships and operating results of the Company; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this Notice are made as of the date hereof and are based on information available at that time. Except as required by law, the Company does not assume any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 12.6 KB
• EX-99.2 EX-99.2 12.6 KB
• EX-99.3 EX-99.3 12.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 56.7 KB