KW Kingfisher takes Sotherly Hotels (SOHO) private in $2.25-per-share deal

Rhea-AI Filing Summary

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.

Insights

M&A and capital-structure analyst

Merger takes Sotherly Hotels private under sole ownership of KW Kingfisher.

The transaction makes Sotherly Hotels Inc. a wholly owned subsidiary of KW Kingfisher LLC. Public common shareholders receive a fixed cash payment of $2.25 per share, while KW Kingfisher ends up holding 100 shares, which constitute 100% of the outstanding common stock.

Preferred shareholders in the Series B, C, and D issues could elect to convert into common and receive the same per‑share merger consideration, but only within limits set by the charter’s share cap. Limited partnership interests in Sotherly Hotels LP were purchased by a KW Kingfisher affiliate at the same per‑unit cash price, aligning treatment across the capital structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Sotherly Hotels Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

83600C103

(CUSIP Number)

KW Kingfisher LLC
20 Huling Ave,
Memphis, TN, 38103
901-346-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 83600C103

1

Name of reporting person

KW Kingfisher LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO, WC, BK, AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 100.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 100.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

100.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

See Item 13: On February 12, 2026, Sotherly Hotels Inc., a Maryland corporation (the "Issuer"), KW Kingfisher LLC, a Delaware limited liability company ("Parent" or "KW Kingfisher"), and Sparrows Nest LLC, a Maryland limited liability company ("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 Issuer, Parent and Merger Sub. Pursuant to the Merger Agreement, Parent's equity interest in Merger Sub was cancelled in exchange for 100 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), which represents total capitalization of the Issuer at the finalization of the Merger, resulting in the Parent's ownership of all 100 shares of the Common Stock.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Sotherly Hotels Inc.
(c)	Address of Issuer's Principal Executive Offices: 20 Huling Ave, Memphis, TENNESSEE , 38103.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed on behalf of KW Kingfisher LLC, a Delaware limited liability company.
(b)	20 Huling Ave Memphis, Tennessee 38103
(c)	Not applicable.
(d)	No.
(e)	No.
(f)	KW Kingfisher is organized as a limited liability company under the laws of the State of Delaware.
Item 3.	Source and Amount of Funds or Other Consideration
	The source of funds used to acquire the Issuer's Common Stock came from working capital of Parent and the Merger Sub, affiliates of Parent and the Merger Sub, and debt incurred in connection with the Merger completed on February 12, 2026. At the Effective Time of the Merger, the equity interests of Merger Sub outstanding immediately prior to the Effective Time were converted into 100 shares of Common Stock, which represents 100% of the Common Stock of the Issuer following the Merger.
Item 4.	Purpose of Transaction
	On February 12, 2026, the Issuer, Parent and Merger Sub completed the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, at the closing, Merger Sub merged with and into the Issuer. Upon completion of the Merger, the Issuer survived as a wholly owned subsidiary of Parent (the "Merger," and such surviving entity, the "Surviving Company"), the separate existence of the Merger Sub ceased and Sotherly Hotels LP, a Delaware limited partnership (the "Operating Partnership"), became an indirect subsidiary of Parent. As contemplated by the Merger Agreement, the Articles of Merger were filed with the State Department of Assessments and Taxation of Maryland, and the Merger was effective at 8:45 am Eastern time on February 12, 2026 (the "Effective Time"). As a result of the Merger, in accordance with the terms and conditions of the Merger Agreement, at the Effective Time, each share of Common Stock issued and outstanding immediately before the Effective Time (other than Cancelled Shares (as defined in the Merger Agreement)) was automatically converted into the right to receive an amount in cash equal to $2.25 per share, without interest; (B) each share of the Issuer's 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, and 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock (collectively, the "Preferred Stock") issued and outstanding immediately before the Effective Time was entitled to receive the Merger Consideration (as defined in the Merger Agreement) if the holder thereof elected to convert, subject to the terms and conditions contained in the Issuer's charter (including any articles supplementary) (the "Charter"), including the share cap as defined therein, their respective shares of Preferred Stock into Common Stock after the closing of the Merger; and (C) the Limited Partnership Interests held by the limited partners (other than the Issuer) were purchased by an affiliate of Parent for the same per share Merger Consideration that each share of Common Stock received pursuant to the Merger Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	Following completion of the Merger described herein, KW Kingfisher may be deemed to beneficially own 100.00 shares of Common Stock of the Issuer. Such amount of beneficial ownership represents approximately 100% of the shares of Common Stock outstanding, based on 100 shares of Common Stock of the Issuer outstanding as of February 12, 2026, pursuant to the terms of the Merger completed on February 12, 2026.
(b)	Rows (7) through (10) of the cover page of this Schedule 13D is incorporated by reference herein.
(c)	Other than as described in this Schedule 13D, KW Kingfisher has not effected any transaction in the Issuer's securities in the last 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 of this Schedule 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Agreement and Plan of Merger, by and among Sotherly Hotels Inc., KW Kingfisher LLC and Sparrows Nest LLC, filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 27, 2025, is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

KW Kingfisher LLC

Signature:	/s/ D. Webb Wilson
Name/Title:	D. Webb Wilson, President
Date:	02/20/2026

FAQ

What happened to Sotherly Hotels Inc. (SOHO) in this merger?

Sotherly Hotels Inc. completed a merger making it wholly owned by KW Kingfisher LLC. All outstanding common shares were converted into a cash right at $2.25 per share, and the company now operates as a wholly owned subsidiary of KW Kingfisher.

How much did SOHO common shareholders receive in the KW Kingfisher merger?

Each outstanding Sotherly Hotels common share was converted into the right to receive $2.25 in cash. This payment applied to all issued and outstanding common stock at the effective time of the merger, excluding any cancelled shares defined in the merger agreement.

Who owns Sotherly Hotels Inc. (SOHO) after the merger?

After the merger, KW Kingfisher LLC owns 100% of Sotherly Hotels’ common stock. KW Kingfisher beneficially owns 100 shares of common stock, and this represents approximately 100% of the issuer’s outstanding common shares as of February 12, 2026.

What was the treatment of SOHO preferred stock in the KW Kingfisher transaction?

Holders of Sotherly’s Series B, C, and D preferred stock could elect to convert into common shares and receive the merger consideration. This right was governed by the company’s charter terms, including a share cap that limits how many common shares could be issued upon conversion.

What happened to Sotherly Hotels LP interests in the merger with KW Kingfisher?

Limited partnership interests in Sotherly Hotels LP held by non‑issuer partners were purchased by an affiliate of KW Kingfisher. These interests were acquired for the same per‑share cash merger consideration of $2.25 that applied to Sotherly Hotels common stock.

What does the Schedule 13D for SOHO by KW Kingfisher report?

The Schedule 13D reports KW Kingfisher’s beneficial ownership of 100 Sotherly Hotels common shares. It explains that this holding represents approximately 100% of the outstanding common stock following the cash merger completed on February 12, 2026.