Sotherly Hotels (SOHO) delists Series B/C/D preferred shares from Nasdaq (Form 25)

Rhea-AI Filing Summary

Sotherly Hotels Inc. filed a Form 25 to remove three series of cumulative redeemable perpetual preferred stock from listing and registration on the Nasdaq Stock Market. The notice lists the 8.0% Series B, 7.875% Series C, and 8.25% Series D preferred shares and states the company and the Exchange complied with Rule 12d2-2(c). The form is signed by Ryan Pellum, Chief Financial Officer on April 8, 2026.

Key Figures

Form filed: Form 25 Series B coupon: 8.0% Series C coupon: 7.875% +3 more

6 metrics

Form filed Form 25 Notification of removal from listing and/or registration

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

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

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

Signer and date April 8, 2026 Signed by Ryan Pellum, Chief Financial Officer

Expires May 31, 2027 Header expiration line in the filing

Key Terms

Form 25, 12d2-2(c), Cumulative Redeemable Perpetual Preferred Stock

3 terms

Form 25 regulatory

"FORM 25 NOTIFICATION OF REMOVAL FROM LISTING"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

12d2-2(c) regulatory

"Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules"

Cumulative Redeemable Perpetual Preferred Stock financial

"8.0% Series B Cumulative Redeemable Perpetual Preferred Stock"

A cumulative redeemable perpetual preferred stock is a type of ownership share that pays fixed dividends forever unless the company stops them, and any missed dividends accumulate and must be paid later. It can be redeemed (bought back) by the issuer at specified times or prices, so it behaves partly like a long-term loan; investors care because it sits ahead of common shares for payments and can affect a company’s cash needs and perceived credit risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING

AND/OR REGISTRATION UNDER SECTION 12(b) OF THE

SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 001-32379

Sotherly Hotels Inc.

(NASDAQ Stock Market LLC)

(Exact name of Issuer as specified in its charter, and name of Exchange

where security is listed and/or registered)

20 Huling Ave Memphis, TN 38103

(901) 346-8800

(Address, including zip code, and telephone number, including area code, of Issuer’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

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

☐ 17 CFR 240.12d2-2(a)(1)

☐ 17 CFR 240.12d2-2(a)(2)

☐ 17 CFR 240.12d2-2(a)(3)

☐ 17 CFR 240.12d2-2(a)(4)

☐ Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange.¹

☒ Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

SEC 1654 (03-06) Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

Pursuant to the requirements of the Securities Exchange Act of 1934, Sotherly Hotels Inc. (Name of Issuer or Exchange) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

April 8, 2026				By		/s/ Ryan Pellum				Chief Financial Officer
Date						Name				Title

¹  Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

FAQ

What did SOHO file with the SEC?

Sotherly Hotels Inc. filed a Form 25 notifying removal of three preferred stock series from Nasdaq listing. The filing lists Series B (8.0%), Series C (7.875%), and Series D (8.25%) and states compliance with Exchange rules and 17 CFR 240.12d2-2(c).

Which securities are being removed by SOHO?

The removal covers three cumulative redeemable perpetual preferred stock series: 8.0% Series B, 7.875% Series C, and 8.25% Series D. Each series is described by coupon rate and $0.01 par value in the Form 25 notice.

Who signed the Form 25 for SOHO and when?

The Form 25 was signed by Ryan Pellum, Chief Financial Officer on April 8, 2026. The filing certifies the company has reasonable grounds to believe it meets the requirements for removal under the Exchange Act.

Does the Form 25 state compliance with SEC or exchange rules?

Yes. The notice states the Exchange complied with its rules to strike the classes from listing and that the issuer complied with the Nasdaq rules and 17 CFR 240.12d2-2(c) governing voluntary withdrawal of listing and registration.

When do the listed securities expire or have an expiration reference?

The filing shows an expiration reference of May 31, 2027 in the header area. The Form 25 itself is signed on April 8, 2026, indicating the removal notification date and the listed expiration line.