Sotherly Hotels (NASDAQ: SOHO) files Form 15, ends 12(g) reporting duty

Rhea-AI Filing Summary

Sotherly Hotels Inc. filed a Form 15 certifying termination of its registration under Section 12(g) and suspension of the duty to file reports under Sections 13 and 15(d). The filing, signed April 21, 2026, lists three series of cumulative redeemable perpetual preferred stock covered by the Form.

Key Figures

Commission File Number: 001-32379 Signature Date: April 21, 2026 Series B rate: 8.0% +2 more

5 metrics

Commission File Number 001-32379 Form 15 cover line

Signature Date April 21, 2026 Form 15 signature by CEO Zach Schmidt

Series B rate 8.0% 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock

Series C rate 7.875% 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock

Series D rate 8.25% 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock

Key Terms

Form 15, Section 12(g), suspension of duty to file reports

3 terms

Form 15 regulatory

"FORM 15 CERTIFICATION AND NOTICE OF TERMINATION"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

Section 12(g) regulatory

"TERMINATION OF REGISTRATION UNDER SECTION 12(g)"

Section 12(g) is a rule that requires companies to register with the government and share their financial details when they have a certain number of shareholders or assets. It matters because it makes these companies more transparent, helping investors make informed decisions and keeping the markets fair.

suspension of duty to file reports regulatory

"SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-32379

SOTHERLY HOTELS INC.

(Exact name of registrant as specified in its charter)

20 Huling Ave.

Memphis, Tennessee 38103

(901) 346-8800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value

7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value

8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)		☒
Rule 12g-4(a)(2)		☐
Rule 12h-3(b)(1)(i)		☒
Rule 12h-3(b)(1)(ii)		☐
Rule 15d-6		☐
Rule 15d-22(b)		☐

Approximate number of holders of record as of the certification or notice date:

• 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value: 39 holders

• 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value: 38 holders

• 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value: 38 holders

Pursuant to the requirements of the Securities Exchange Act of 1934, Sotherly Hotels Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

		SOTHERLY HOTELS INC.
Date: April 21, 2026
		By:		/s/ Zach Schmidt
				Name: Zach Schmidt
				Title: Chief Executive Officer

FAQ

What does Sotherly Hotels' (SOHO) Form 15 filing mean?

It ends the company's duty to file periodic reports under Section 13/15(d). The Form 15 certifies termination of registration under Section 12(g), which suspends periodic reporting obligations for the identified securities once effective.

Which securities are covered by Sotherly Hotels' Form 15?

The filing covers three preferred stock series. Specifically: 8.0% Series B, 7.875% Series C, and 8.25% Series D cumulative redeemable perpetual preferred stock, as listed in the Form.

When did Sotherly Hotels execute the Form 15?

The Form 15 was signed on April 21, 2026. That signature date appears on the filing and serves as the company’s certification date for the termination notice filed with the Commission.

How does Form 15 affect SOHO investors' access to company reports?

Periodic reporting obligations are suspended for the covered securities. Investors holding the specified preferred series will no longer receive routine SEC periodic reports for those classes once the Form 15 is effective.