Sotherly Hotels Inc. received an amended Schedule 13G/A from Amos B. Lubin reporting 0 shares of Common Stock (CUSIP 83600C103). The filing lists beneficial ownership as 0 shares, representing 0% of the class. The form is signed on 04/28/2026.
Sotherly Hotels Inc. received an Amendment No. 1 to a Schedule 13G/A from Trium Capital LLP stating zero shares beneficially owned (0 shares, 0%) of Common Stock, CUSIP 83600C103. The filing includes a compliance certification referencing the UK Financial Conduct Authority and is signed by the Chief Compliance Officer on 04/28/2026.
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. 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.
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.