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. (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.
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.
Sotherly Hotels Inc. (SOHO) reported combined results for the quarter ended June 30, 2025 showing total revenue of $48.79 million (down from $50.69 million a year earlier) and net income of $1.56 million for the quarter and $6.29 million for the six months. Net income attributable to the Company for the quarter was $1.58 million, but net income attributable to common stockholders was a $0.42 million loss for the quarter, or $(0.02) per share; six-month basic and diluted earnings per common share were $0.11. Net operating income decreased to $6.57 million for the quarter from $9.30 million prior year.
Balance sheet and liquidity: total assets were $411.12 million, total liabilities $366.84 million, and total equity $44.28 million. Investment in hotel properties, net totaled $371.75 million. Cash, cash equivalents and restricted cash at June 30, 2025 were $26.53 million. Mortgage loans, net were $313.94 million with total mortgage principal of $315.67 million and scheduled near-term maturities of $89.71 million remaining in 2025. The filing discloses a payment-at-maturity default on the Georgian Terrace mortgage and a covenant default on the DoubleTree Jacksonville requiring either ~$4.0 million prepayment or equivalent cash collateral unless waived. The company stated it intends to seek loan extensions and other financings but noted no assurance of success.