[8-K] Sotherly Hotels Inc. Reports Material Event

Rhea-AI Filing Summary

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.

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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): November 17, 2025

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.

Sotherly Hotels Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on November 17, 2025 (the “Annual Meeting”). The Company is providing the following information regarding the final results of the matters voted on by stockholders at the Annual Meeting:

I.Election of six (6) directors to serve for the ensuing year and until their respective successors are elected:

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Maria L. Caldwell	8,261,062	309,970	6,625,724
David R. Folsom	6,834,930	1,736,102	6,625,724
G. Scott Gibson IV	8,266,167	304,865	6,625,724
Walter S. Robertson III	8,040,867	530,165	6,625,724
Andrew M. Sims	6,748,496	1,822,536	6,625,724
Gen. Anthony C. Zinni	6,714,230	1,856,802	6,625,724

II.Ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025: 14,678,788 shares in favor, 454,466 shares against, and 63,502 shares abstaining. There were no broker non-votes for this proposal.

III.An advisory vote on executive compensation: 6,825,607 shares in favor, 1,722,551 shares against, and 22,874 shares abstaining. There were 6,625,724 broker non-votes for this proposal.

IV.An advisory vote on the frequency of holding future advisory votes on executive compensation: 6,353,023 shares in favor of one year, 8,281 shares in favor of two years, 2,179,355 shares in favor of three years, and 30,373 shares abstaining. In light of the voting results for this Proposal IV, the Company will hold a non-binding advisory vote on executive compensation every year until the next vote on the frequency of stockholder votes on executive compensation.

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: November 17, 2025		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

FAQ

What did Sotherly Hotels Inc. (SOHO) announce in this 8-K filing?

Sotherly Hotels Inc. reported the final voting results from its 2025 Annual Meeting of Stockholders, including director elections, auditor ratification, and advisory votes on executive compensation and its frequency.

Were the director nominees elected at Sotherly Hotels Inc.’s 2025 annual meeting?

Yes. All six nominees – Maria L. Caldwell, David R. Folsom, G. Scott Gibson IV, Walter S. Robertson III, Andrew M. Sims, and Gen. Anthony C. Zinni – were elected, each receiving more votes for than withheld, with additional broker non-votes recorded.

Which auditing firm did SOHO stockholders ratify for fiscal year 2025?

Stockholders ratified Cherry Bekaert LLP as Sotherly Hotels Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 14,678,788 votes in favor, 454,466 against, and 63,502 abstentions.

How did Sotherly Hotels Inc. stockholders vote on executive compensation in 2025?

In the advisory say-on-pay vote, stockholders cast 6,825,607 votes in favor of the Company’s executive compensation, 1,722,551 against, and 22,874 abstentions, with 6,625,724 broker non-votes.

What frequency for say-on-pay votes did SOHO stockholders prefer?

Stockholders indicated a preference to hold advisory votes on executive compensation every year, with 6,353,023 votes for one year, 8,281 for two years, 2,179,355 for three years, and 30,373 abstentions. The Company will hold the say-on-pay vote annually until the next frequency vote.

Does this filing change the dividend or capital structure for Sotherly Hotels Inc. (SOHO)?

No. The disclosure focuses on governance and voting results from the annual meeting, including director elections, auditor ratification, and advisory votes, and does not describe changes to dividends or capital structure.