Sotherly Hotels (NASDAQ: SOHO) delays 2025 10-K after merger and delisting

Rhea-AI Filing Summary

Sotherly Hotels, Inc. filed a Form 12b-25 notifying the SEC that it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 due to corporate changes following a merger and related delisting. The company says the merger with KW Kingfisher LLC closed on February 12, 2026 and its common stock was removed from the NASDAQ Capital Market effective February 13, 2026. Management reports it is integrating new leadership, completing required exchange and SEC processes, and assembling documentation needed to finish the audit. The company anticipates filing the Annual Report no later than the fifteenth calendar day following the prescribed due date.

Insights

Corporate Transactions Counsel

Merger and delisting drove the reporting delay while the company completes post‑transaction integration and audit work.

The filing states the Merger closed on February 12, 2026 and the company was delisted effective February 13, 2026. Those events triggered management changes and additional documentation needs tied to the audit for the year ended December 31, 2025.

Timing is explicit: the company expects to file the 10‑K "no later than the fifteenth calendar day following the prescribed filing date." Watch subsequent SEC filings for the completed Form 10‑K and any auditor communications; cash‑flow treatment and specifics of integration tasks are not detailed in the excerpt.

Key Figures

Merger closing date: February 12, 2026 Delisting effective date: February 13, 2026 Fiscal year end: December 31, 2025 +2 more

5 metrics

Merger closing date February 12, 2026 Agreement and Plan of Merger closed

Delisting effective date February 13, 2026 Form 25 filed to remove common stock from NASDAQ

Fiscal year end December 31, 2025 Annual Report on Form 10-K period

Prescribed 10-K due date March 31, 2026 Prescribed filing date the company missed

Relief filing window fifteenth calendar day following the prescribed filing date Company anticipates filing within this relief period

Key Terms

Form 12b-25, Form 25, Merger Agreement, delisting

4 terms

Form 12b-25 regulatory

"Form 12b-25 notification of late filing"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 25 regulatory

"filed a Form 25 to remove its common stock from listing"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Merger Agreement other

"Agreement and Plan of Merger dated as of October 24, 2025"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

delisting market

"remove its common stock from listing on the NASDAQ Capital Market"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

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SEC FILE NUMER
CUSIP NUMER

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form N-CSR ☐ Form 10-Q  ☐ Form 10-D  ☐ Form N-CEN
		For Period Ended:  December 31, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the

PART I — REGISTRANT INFORMATION

SOTHERLY HOTELS, INC.

SOTHERLY HOTELS LP

Full Name of Registrant

Not applicable

Former Name if Applicable

20 Huling Ave

Address of Principal Executive Office (Street and Number)

Memphis, Tennessee 38103

City, State and Zip Code

SEC 1344 (01-19) Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒		(a)		The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

On February 12, 2026, Sotherly Hotels, Inc. (the “Company”), KW Kingfisher LLC, (“Parent”), and Sparrows Nest LLC, (“Merger Sub”), completed the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 24, 2025, by and among the Company, Parent and Merger Sub. Pursuant to the Merger Agreement, at the closing, Merger Sub merged with and into the Company (the “Merger”). Upon completion of the Merger, the Company survived as a wholly owned subsidiary of Parent, the separate existence of the Merger Sub ceased, and Sotherly Hotels LP became an indirect subsidiary of Parent. Also on February 12, 2026, the Company filed a Form 25 to remove its common stock from listing on the NASDAQ Capital Market, effective as of February 13, 2026 (the “Delisting”).

Following the Merger and the Delisting, the Company has focused on integrating new management, completing required exchange and SEC processes, and providing certain documentation needed to complete the audit for the period ended December 31, 2025.

As a result of the foregoing, the Company was unable to complete the preparation and review of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, by the prescribed due date of March 31, 2026, without unreasonable effort or expense. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Zach Schmidt

(901)

346-8800

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

SOTHERLY HOTELS, INC.

SOTHERLY HOTELS LP

(Name of registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:		April 1, 2026				By				/s/ Zach Schmidt
										Zach Schmidt
										Chief Executive Officer

INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

1. This Form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this Form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the Form will be made a matter of public record in the Commission files.

3. A manually signed copy of the Form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The Form shall be clearly identified as an amended notification.

5. Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this Chapter).

6. Interactive data submissions. This Form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).

Board of Governors of the Federal Reserve System OMB Number 7100-0091 Approval expires August 31, 2026

FAQ

Why did Sotherly Hotels (SOHO) miss the March 31, 2026 10-K filing deadline?

The company cites a completed merger and subsequent delisting that required integration work. Specifically, the Merger closed on February 12, 2026 and the common stock was removed from NASDAQ effective February 13, 2026, prompting additional audit and documentation tasks.

When does Sotherly Hotels (SOHO) expect to file its 2025 Form 10-K?

Sotherly Hotels expects to file within the 15‑day relief period after the due date. The company states it will file the Annual Report "no later than the fifteenth calendar day following the prescribed filing date."

What corporate actions occurred that affected SOHO's reporting timeline?

The company completed a merger and was delisted from NASDAQ. The Merger closed on February 12, 2026, and a Form 25 was filed to remove the common stock effective February 13, 2026, per the notification.

Will the delisting affect where SOHO files future SEC reports?

The notification does not state changes to future SEC filing obligations. It describes post‑merger integration and audit tasks but does not specify future reporting venue or exemptions.

Who can be contacted for more information about the late filing?

The notice lists Zach Schmidt as the contact, with telephone number (901) 346-8800, and he signed the Form 12b-25 as Chief Executive Officer on April 1, 2026.