Welcome to our dedicated page for Sotherly Hotels SEC filings (Ticker: SOHO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Sotherly Hotels Inc. filings document the formal transition of a lodging REIT and its operating partnership, Sotherly Hotels LP, following the completed acquisition of the company. The record includes 8-K disclosures for material agreements, stockholder voting matters, capital-structure items and other corporate events, along with Form 25 filings removing the common stock and preferred stock from Nasdaq listing and registration.
The filings also cover the company's 8.0% Series B, 7.875% Series C and 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, including Form 15 certification to terminate or suspend Exchange Act registration and reporting obligations for those classes. Earlier disclosures address hotel-level financing, operating results, governance matters and risk factors associated with the REIT's lodging portfolio.
Sotherly Hotels Inc. completed a merger in which KW Kingfisher LLC became the sole owner of the company. At the merger’s effective time on February 12, 2026, all outstanding common shares (other than cancelled shares) were converted into the right to receive $2.25 per share in cash, without interest.
KW Kingfisher now beneficially owns 100 shares of common stock, representing approximately 100% of the issuer’s outstanding common stock. Holders of the company’s Series B, Series C, and Series D preferred stock could elect to convert into common stock and receive the merger consideration, subject to charter terms including a share cap.
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. is having its common stock removed from listing and/or registration on the Nasdaq Stock Market under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq filed a Form 25, certifying it has met the requirements to strike this class of securities from listing.
The filing also references rules governing voluntary withdrawal of a class of securities from listing and registration, indicating that applicable exchange and regulatory procedures have been followed.
Sotherly Hotels Inc. director Anthony C. Zinni reported a merger-related share disposition. On February 12, 2026, he disposed of 110,164 shares of common stock at $2.25 per share, leaving him with 0 shares beneficially owned.
The transaction occurred when Sparrows Nest LLC merged into Sotherly Hotels Inc., with the company becoming a subsidiary of KW Kingfisher LLC. At the effective time of the merger, each share of Sotherly common stock was automatically converted into the right to receive $2.25 in cash per share, as provided in the merger agreement approved by the company’s board.
Sotherly Hotels Inc. director George S. Gibson IV disposed of 76,093 shares of common stock on February 12, 2026 at $2.25 per share. The transaction occurred when Sparrows Nest LLC merged into Sotherly Hotels, making the company a subsidiary of KW Kingfisher LLC under a previously signed merger agreement.
In the merger, each share of Sotherly Hotels common stock was automatically converted into the right to receive $2.25 in cash without interest as merger consideration. Following this cash-out transaction, Gibson reported beneficial ownership of 0 shares of Sotherly Hotels common stock.
Sotherly Hotels Inc. completed a merger on February 12, 2026, in which each share of common stock was automatically converted into the right to receive $2.25 in cash per share.
Director Maria L. Caldwell disposed of 48,190 shares of common stock in this transaction at $2.25 per share, leaving her with 0 shares beneficially owned afterward. The disposition was approved by the company’s board under Rule 16b-3.
Sotherly Hotels Inc. director Walter S. Robertson III reported a disposition of 5,250 shares of common stock on February 12, 2026. The filing shows the shares were converted at $2.25 per share in cash as part of a previously agreed merger.
Under the merger, Sparrows Nest LLC merged into Sotherly Hotels, which continues as a subsidiary of KW Kingfisher LLC. Each share of Sotherly Hotels common stock was automatically converted into the right to receive $2.25 in cash, and the director now holds 0 shares after the transaction, which was approved by the board under Rule 16b-3.
Sotherly Hotels Inc. executive vice president and chief operating officer Scott M. Kucinski reported disposing of his common stock in connection with the company’s merger on February 12, 2026. Each share of common stock was automatically converted into the right to receive $2.25 in cash per share under the Merger Agreement.
The filing shows a disposition of 153,445 shares of common stock held directly and 98,171 shares held indirectly through the company’s Employee Stock Ownership Plan, with both positions going to zero after the transaction. The footnotes explain that outstanding restricted stock units were canceled at closing and converted into an equivalent cash payment based on the same $2.25 merger consideration.
Sotherly Hotels’ chief financial officer, Anthony E. Domalski, reported disposing of all his common shares in connection with the company’s merger into a subsidiary of KW Kingfisher LLC.
On February 12, 2026, Domalski disposed of 254,950 directly held shares and 107,490 shares held indirectly through the Employee Stock Ownership Plan, each converted into the right to receive $2.25 in cash per share under the merger agreement.
Sotherly Hotels Inc.’s President and CEO, David R. Folsom, reported that all of his common stock holdings were disposed of on February 12, 2026 when the company completed a merger. Each share of common stock was automatically converted into the right to receive $2.25 in cash per share under the merger agreement.
The filing shows dispositions of 114,095 common shares held directly, 501,660 shares held through the David R. Folsom Revocable Trust, and 107,490 shares held through the ESOP, after which no common shares remained beneficially owned. Folsom continues to hold 1,450 shares of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock directly.