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.
The Sotherly Hotels Inc. (NASDAQ: SOHO) SEC filings page on Stock Titan provides structured access to the company’s regulatory disclosures as a lodging real estate investment trust. As a Maryland corporation and sole general partner of Sotherly Hotels LP, Sotherly files reports and current event disclosures with the Securities and Exchange Commission that cover its hotel portfolio, capital structure, governance and material transactions.
Investors researching SOHO can use this page to review Form 8-K filings that describe key developments such as the Agreement and Plan of Merger with KW Kingfisher LLC and Sparrows Nest LLC, notices of default on property-level mortgage loans, new mortgage financings and forbearance arrangements. For example, 8-K reports detail the merger consideration of $2.25 per share in cash for Sotherly common stock, the conditions to closing, and the anticipated timing of the merger, as well as the terms of a forbearance agreement related to the Georgian Terrace hotel mortgage loan.
The filings also document Sotherly’s preferred equity structure. Separate 8-K and other filings identify its 8.0% Series B, 7.875% Series C and 8.25% Series D cumulative redeemable perpetual preferred stock, which trade under the symbols SOHOB, SOHOO and SOHON on The Nasdaq Stock Market. Filings may discuss dividend declarations, decisions to defer or suspend preferred dividends, and the treatment of preferred shares in connection with the proposed merger, including potential conversion rights under the company’s charter.
In addition to event-driven 8-Ks, Sotherly files annual and periodic reports such as Form 10-K and Form 10-Q, which contain audited and interim financial statements, management’s discussion and analysis, risk factors and detailed information on hotel operations and REIT-specific metrics like FFO and adjusted FFO. Definitive proxy statements on Schedule 14A provide insight into board elections, executive compensation, auditor appointments and stockholder voting outcomes.
Stock Titan enhances these filings with AI-powered summaries that highlight the main points of lengthy documents, helping users quickly identify items such as changes in auditors, new debt obligations, forbearance terms, merger provisions and dividend actions. Real-time updates from EDGAR ensure that new Sotherly filings, including Forms 3, 4 and 5 for insider transactions when available, appear promptly, allowing investors to monitor governance and ownership changes alongside financial and strategic disclosures.
By using this page, readers can move from high-level AI-generated overviews into the full text of Sotherly’s SEC filings, gaining a detailed view of how the company reports on its lodging portfolio, financing arrangements, preferred and common equity, and the proposed merger that would take Sotherly private.
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. has agreed to be acquired by KW Kingfisher LLC through a merger in which Sparrows Nest LLC will merge into Sotherly, leaving Sotherly as a wholly owned subsidiary. At closing, each outstanding common share will be converted into the right to receive $2.25 in cash per share, without interest and subject to adjustments described in the merger agreement.
Holders of Series B, C and D preferred shares may, after closing and within a specified election period, convert their preferred stock into common stock and receive cash based on the same $2.25 per share rate; preferred shares that are not converted will remain outstanding on existing terms and receive no merger consideration. ESOP shares and vested restricted stock will receive the same cash price as other common shares.
A special meeting of common stockholders will be held on January 22, 2026, to vote on the merger, an advisory vote on executive compensation and a possible adjournment. The merger requires approval by a majority of all outstanding common shares, and the board, following a special committee recommendation and a fairness opinion from Piper Sandler, unanimously recommends voting "FOR" all proposals.
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. (SOHO) reported Q3 2025 results. Total revenue was $38,013,122 versus $40,699,981 a year ago, and net loss attributable to common stockholders was $7,484,536 (basic and diluted loss per share $0.37) versus $5,603,761 ($0.29) last year. Nine‑month revenue was $135,119,610 versus $137,942,779.
Operating cash provided was $9,760,267 for the nine months, with $11,543,613 invested in hotel property improvements and a net $1,338,680 used in financing. Cash, cash equivalents and restricted cash totaled $29,622,021 at period end. On the balance sheet, total assets were $411,381,376, mortgage loans (net) were $320,510,464, and total equity was $36,755,817.
Financing updates: on September 12, 2025, the Company closed a $42,000,000 mortgage on The DeSoto at a fixed 7.13% rate, receiving approximately $5,780,000 in net proceeds. A planned $17,750,000 sale of a portion of the Georgian Terrace parking garage was terminated on November 13, 2025. As of November 12, 2025, 20,490,501 common shares were outstanding.
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. (SOHO) proxy excerpts disclose principal stockholders, executive compensation practices and plan terms. The filing reports beneficial ownership: Amos Benjamin Lubin with 1,088,718 common shares and Gator-related parties with up to 1,002,962 shared voting/dispositive power; several insiders hold shares through trusts, ESOP allocations and unvested restricted stock that vest in 2025–2027. The NCGC Committee evaluates named executive officers at least annually and approves CEO, chairman, CFO and COO compensation, administered incentive and equity plans and considers peer market data and company performance. Disclosures include dollar valuations of restricted stock grants (e.g., 38,000 and 34,000 shares), 401(k) and insurance benefits for named executives for 2022–2024, ESOP allocations, CEO pay-ratio methodology, material terms of hotel management agreements including base and incentive fees, and auditor statements noting no disagreements or reportable events with prior auditors.
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