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 Sparrows Nest LLC merged into the company, making it a subsidiary of KW Kingfisher LLC. At the February 12, 2026 effective time, each share of common stock was automatically converted into the right to receive $2.25 in cash per share without interest.
As a result, Chairman and director Andrew Sims and related entities disposed of all direct and indirect common stock holdings and now report zero common shares. All outstanding restricted stock units were canceled and converted into equivalent cash rights based on the same $2.25 per share consideration. Sims continues to hold directly 1,500 shares each of the 8.0% Series B, 7.875% Series C, and 8.25% Series D cumulative redeemable perpetual preferred stock.
Trium Capital LLP, a United Kingdom-based investment adviser, has filed a Schedule 13G reporting a significant passive stake in Sotherly Hotels Inc. common stock. Trium reports beneficial ownership of 1,843,435 shares, representing approximately 7.5%–7.53% of the outstanding common shares.
Trium has sole voting and sole dispositive power over all 1,843,435 shares, with no shared voting or shared dispositive power. The firm certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Sotherly Hotels.
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.