8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2026

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (757) 229-5648

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Sotherly Hotels Inc. ☐ Sotherly Hotels LP ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Sotherly Hotels Inc. ☐ Sotherly Hotels LP ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 22, 2026, Sotherly Hotels Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 12, 2025. As of the close of business on December 5, 2025, the record date of the Special Meeting, there were 20,490,501 shares of common stock of the Company (“Company Common Shares”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 12,032,916 Company Common Shares, representing approximately 58.7% of the outstanding Company Common Shares entitled to vote, were present in person or represented by proxy, constituting a quorum. The voting results regarding each proposal are set forth below.

• Approval of the merger (the “Merger”) of Sparrows Nest LLC (“Merger Sub”), a Maryland limited liability company and wholly owned subsidiary of KW Kingfisher LLC, a Delaware limited liability company (“Parent”), with and into the Company and the other transactions contemplated by the Agreement and Plan of Merger, dated as of October 24, 2025, by and among Parent, Merger Sub, and the Company (the “Merger Proposal”).

The Merger Proposal was approved by the requisite vote of the Company’s shareholders.

• Approval of, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”).

The Advisory Compensation Proposal was approved by the requisite vote of the Company’s shareholders.

• Approval of the adjournment of the Special Meeting to a later date, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal.

Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal.

Item 8.01 Other Events.

On January 22, 2026, the Company issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

EX-99.1

EXHIBIT 99.1

Sotherly Hotels Inc. Stockholders Approve Merger Transaction

WILLIAMSBURG, VA – January 22, 2026 – Sotherly Hotels Inc. (Nasdaq: SOHO) (“Sotherly” or the “Company”) today announced that the stockholders of the Company voted to approve the merger (the “Merger”) of the Company with KW Kingfisher LLC, a joint venture led and sponsored by affiliates of Kemmons Wilson Hospitality Partners, LP, with Ascendant Capital Partners LP serving as a strategic joint venture partner (collectively, the “Joint Venture”), under which the Joint Venture entity will acquire all outstanding shares of Sotherly common stock.

The final voting results of the proposals voted on at the special meeting held on January 22, 2026 will be set forth in the Company’s Form 8-K to be filed with the U.S. Securities and Exchange Commission.

The Merger is subject to the satisfaction of closing conditions and is expected to close during the first quarter of 2026. Upon the closing, holders of the Company’s common stock are expected to receive $2.25 per share in cash.

About Sotherly Hotels Inc.

Sotherly Hotels Inc. (Nasdaq: SOHO) is a self-managed and self-administered lodging real estate investment trust, or REIT, that was formed in August 2004 to own, acquire, renovate and reposition full-service, primarily upscale and upper-upscale hotel properties located in primary markets in the mid-Atlantic and southern United States. The Company owns ten full-service, primarily upscale and upper-upscale hotels located in seven states with an aggregate of 2,786 hotel rooms, and interests in two condominium hotels and their associated rental programs. For more information on the Company, please visit the Company’s website at www.sotherlyhotels.com.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, and as such may involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s current strategies, expectations and future plans, are generally identified by the Company’s use of words, such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions, whether in the negative or affirmative, but the absence of these words does not necessarily mean that a statement is not forward looking. All statements regarding the Company’s expected financial position, business and financing plans are forward-looking statements. Readers should specifically consider the various factors identified in this press release and reports filed by the Company with the SEC, including, but not limited to those discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s subsequent periodic reports filed with the SEC that could cause actual results to differ.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors discussed in the reports the Company files with the SEC from time to time, risks and uncertainties for the Company include, but are not limited to: the possibility that some or all of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the