Auditor change at Sotherly Hotels (NASDAQ: SOHO) to Cherry Bekaert

Rhea-AI Filing Summary

Sotherly Hotels Inc. and Sotherly Hotels LP reported a change in their independent registered public accounting firm. On September 11, 2025, the audit committee dismissed Forvis Mazars, LLP as auditor, noting that Forvis’ reports on the last two fiscal years did not contain adverse or qualified opinions and were not modified for uncertainty, scope, or principles. The companies also state there were no disagreements with Forvis and no “reportable events” during the past two fiscal years and through September 11, 2025. Forvis received this disclosure and provided a confirming letter, filed as Exhibit 16.1.

On September 15, 2025, the audit committee approved the appointment of Cherry Bekaert LLP as auditor for the fiscal year ending December 31, 2025. The company explains that during the past two fiscal years and through this appointment, neither it nor anyone on its behalf consulted Cherry Bekaert on specific accounting applications, potential audit opinions, or any matters involving disagreements or reportable events.

Insights

Audit & corporate governance analyst

Sotherly shifts auditors with no reported disputes or adverse opinions.

Sotherly Hotels is replacing Forvis Mazars, LLP with Cherry Bekaert LLP as its independent registered public accounting firm for the year ending December 31, 2025. The companies state that Forvis’ audit reports for the last two fiscal years contained no adverse or qualified opinions and were not modified for uncertainty, scope, or accounting principles, which helps frame this as an orderly transition rather than a response to a disclosed accounting problem.

The disclosure also notes that in the fiscal years ended December 31, 2024 and 2023, and through September 11, 2025, there were no disagreements with Forvis and no “reportable events” under Regulation S‑K. Likewise, they state there were no consultations with Cherry Bekaert on specific accounting treatments or potential opinions before the engagement. For governance-focused investors, the key point is auditor turnover accompanied by explicit statements that no disputes or reportable issues were identified in connection with the change.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): September 11, 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 4.01 Changes in Registrant’s Certifying Accountant.

On September 11, 2025, the Audit Committee of the Board of Directors of Sotherly Hotels Inc., a Maryland corporation (the “Company”) and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership”, and together with the Company, “we”, “us” and “our”), approved the dismissal of Forvis Mazars, LLP (“Forvis”) as our independent registered public accounting firm effective immediately.

No accountant’s report on our financial statements for either of the past two (2) fiscal years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles.

During our two most recent fiscal years (ended December 31, 2024 and 2023) and from January 1, 2025 through September 11, 2025, there were no disagreements with Forvis on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Forvis, would have caused Forvis to make reference thereto in connection with its reports on our financial statements. During this same period, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Forvis with a copy of the foregoing disclosure and requested Forvis to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of Forvis’ letter dated September 17, 2025 is attached to this current report on Form 8-K as Exhibit 16.1.

On September 15, 2025, the Audit Committee of the Board of Directors of the Company approved the appointment and engagement of Cherry Bekaert LLP (“Cherry Bekaert”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

During the Company’s two most recent fiscal years (ended December 31, 2024 and 2023) and from January 1, 2025 to the date of this current report on Form 8-K, neither the Company, nor anyone on the Company’s behalf, consulted Cherry Bekaert regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Cherry Bekaert concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
16.1		Letter from Forvis Mazars, LLP, dated September 17, 2025.
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: September 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 auditor change did Sotherly Hotels (SOHO) disclose?

Sotherly Hotels Inc. and Sotherly Hotels LP disclosed that on September 11, 2025, their audit committee dismissed Forvis Mazars, LLP as their independent registered public accounting firm and, on September 15, 2025, approved the appointment of Cherry Bekaert LLP as auditor for the fiscal year ending December 31, 2025.

Were there any disagreements between Sotherly Hotels and Forvis Mazars, LLP?

The companies state that during the two most recent fiscal years ended December 31, 2024 and 2023, and from January 1, 2025 through September 11, 2025, there were no disagreements with Forvis on accounting principles or practices, financial statement disclosure, or auditing scope or procedures.

Did Sotherly Hotels report any reportable events related to Forvis?

No. Sotherly Hotels reports that during the same period there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S‑K in connection with Forvis’ engagement.

How did Forvis Mazars, LLP respond to Sotherly Hotels’ disclosure?

The company provided Forvis with a copy of the disclosure and requested a response. Forvis furnished a letter dated September 17, 2025 addressed to the SEC stating whether it agreed with the statements, and this letter is filed as Exhibit 16.1.

Did Sotherly Hotels consult Cherry Bekaert LLP before appointing it as auditor?

Sotherly Hotels states that during the last two fiscal years and from January 1, 2025 through the date of the report, neither the company nor anyone on its behalf consulted Cherry Bekaert LLP about the application of accounting principles, potential audit opinions, or any matters involving disagreements or reportable events.

Which securities of Sotherly Hotels are listed on Nasdaq?

The companies list their Common Stock (symbol SOHO), 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock (symbol SOHOB), and 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock (symbol SOHOO) as registered under Section 12(b) on The Nasdaq Stock Market LLC.