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Sotherly Hotels, Inc. filed a Form 12b-25 notifying the SEC that it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 due to corporate changes following a merger and related delisting. The company says the merger with KW Kingfisher LLC closed on February 12, 2026 and its common stock was removed from the NASDAQ Capital Market effective February 13, 2026. Management reports it is integrating new leadership, completing required exchange and SEC processes, and assembling documentation needed to finish the audit. The company anticipates filing the Annual Report no later than the fifteenth calendar day following the prescribed due date.
Sotherly Hotels Inc. director and Chief Financial Officer William Ryan Pellum filed an initial ownership report showing that he does not beneficially own any company securities. The Form 3 lists total direct holdings as 0.0000 shares as of the reporting date, indicating no reportable equity position in Sotherly Hotels at this time.
Sotherly Hotels Inc. director and Chief Executive Officer Zachary Douglas Schmidt filed an initial ownership report stating that he currently has no securities beneficially owned in the company. The filing shows total direct holdings of 0 shares following the reported position.
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.