Every 8-K that Sotherly Hotels Inc. (SOHO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SOHO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SOHO filings page.
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. completed its cash merger with KW Kingfisher LLC, making Sotherly a wholly owned subsidiary of the buyer and ending trading of its common stock on Nasdaq as of February 12, 2026. Each share of Sotherly common stock was converted into the right to receive $2.25 in cash.
Existing preferred stockholders may elect to convert their preferred shares into common stock and receive the same $2.25 per-share merger consideration, subject to charter terms and a March 20, 2026 conversion date. The company refinanced debt on eight hotels through a $308 million Apollo senior loan and a mezzanine loan of up to $45 million from an Ascendant affiliate, with portions available to redeem preferred stock and fund property improvements. Schulte Hospitality Group was engaged under long-term management agreements to operate key hotels, while the prior property management agreement with Our Town Hospitality was terminated. The merger triggered a broad change in directors and officers, installing a new leadership team tied to the buyer, updating indemnification protections, adding board observer rights for Schulte and an Ascendant affiliate, and amending bylaws to remove certain legacy governance provisions.
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.
Sotherly Hotels Inc. and Sotherly Hotels LP report that subsidiaries defaulted on the mortgage loan secured by the Georgian Terrace hotel and later reached a forbearance agreement with the current lender, Wilmington Trust, National Association, as Trustee. The default followed failures to pay amounts due under the loan, and the lender had reserved the right to pursue foreclosure and other remedies. Under the new forbearance agreement dated December 16, 2025, the lender agrees not to seek a judgment or foreclose on the property before June 1, 2026, while the company’s affiliates pay down approximately $3.8 million of loan principal and continue monthly principal and interest payments of about $236,000, along with required reserve funding. Default interest will keep accruing and become payable upon a defined termination event, and the property will remain under cash management during the forbearance period.
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.
Sotherly Hotels Inc. and Sotherly Hotels LP reported two material events. First, the planned sale of a portion of the Georgian Terrace hotel’s parking garage to Banyan Street Capital for $17.75 million was terminated by the buyer pursuant to its contractual right.
Second, the company received a Notice of Default on the mortgage secured by the DoubleTree Resort by Hilton Hollywood Beach. The related direct financial obligation was approximately $49.3 million as of November 12, 2025. The lender, through its trustee, indicated it may pursue remedies including foreclosure. The company has engaged a consultant and provided proposed terms to seek a loan extension. The property remains in a cash management “cash trap,” with substantially all hotel revenues swept to the lender-controlled account.
Sotherly Hotels Inc. (SOHO) announced a suspension and deferral of preferred dividends. On October 27, 2025, the board approved deferring the previously declared dividends on its Series B, Series C, and Series D Cumulative Redeemable Perpetual Preferred Stock that were scheduled to be paid on November 20, 2025 to holders of record as of October 31, 2025. The October 31, 2025 record date for each series has been canceled, and the Company is suspending future preferred stock dividends.
The Company also issued a press release (Exhibit 99.1) regarding the deferral. In separate disclosures, Sotherly noted plans to file proxy materials related to a proposed transaction, with details to be provided in forthcoming SEC filings.
Sotherly Hotels Inc. (SOHO) agreed to be acquired by KW Kingfisher LLC via a merger in which each outstanding share of common stock will be converted into $2.25 in cash, without interest. Limited partnership interests will be offered the same per‑share cash amount at closing. Holders of the 8.0% Series B, 7.875% Series C, and 8.25% Series D preferred shares may, after closing and within a Charter‑defined window and share cap, elect to convert into common and receive the same $2.25 per share; if not converted, preferred shares remain outstanding on their current terms.
The deal requires approval by a majority of outstanding common shares and other customary conditions, with no financing condition. The outside date is April 22, 2026, and closing is anticipated in Q1 2026. Termination fees include $4 million payable by the Company in specified circumstances and $8 million payable by Parent in others.
Concurrent with signing, the operating partnership entered a revolving credit line of up to $25 million at Term SOFR plus a margin (initially 3.25% for nine months, then 7.50%, floor 3.35%), with mandatory prepayments from asset sale/refinancing proceeds. Parent parties delivered financing commitments including up to $350 million in debt, up to $65 million in mezzanine debt/equity, and $47 million in equity contributions.
Sotherly Hotels Inc. (SOHO) reported a board change. Effective October 17, 2025, Herschel J. Walker resigned as a director of Sotherly Hotels Inc., the sole general partner of Sotherly Hotels LP. The company stated the resignation did not result from any disagreement regarding operations, policies, or practices.
The filing lists the company’s traded securities: common stock (SOHO) and preferred series 8.0% Series B (SOHOB) and 7.875% Series C (SOHOO). No other leadership or policy changes were disclosed in this report.
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.
Sotherly Hotels Inc. reported a secured mortgage loan related to Sotherly Hotels LP with a principal balance of $42.0 million. The loan carries a fixed interest rate of 7.13% and requires interest-only payments through the term. The debt matures on October 6, 2030 and is guaranteed by the Operating Partnership only for traditional "bad boy" acts. Prepayment is restricted: defeasance-based prepayment is permitted after a lockout that ends on the earlier of three years after closing or two years after any securitization, while non-defeasance prepayment is allowed during the final six months of the term. The loan includes customary representations, warranties, covenants and events of default for a mortgage loan.