8-K
SOTHERLY HOTELS LP (SOHOB)
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): March 24, 2026
SOTHERLY HOTELS INC.
SOTHERLY HOTELS LP
(Exact name of Registrant as Specified in Its Charter)
| Maryland (Sotherly Hotels Inc.) | 001-32379<br> (Sotherly Hotels Inc.) | 20-1531029<br> (Sotherly Hotels Inc.) |
|---|---|---|
| Delaware (Sotherly Hotels LP) | 001-36091<br> (Sotherly Hotels LP) | 20-1965427<br> (Sotherly Hotels LP) |
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 20 Huling Ave<br><br>Memphis, Tennessee | 38103 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (901) 346-8800
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule <br>14a-12<br> under the Exchange Act (17 CFR <br>240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> Symbol(s) | Name of each exchange<br> on which registered |
|---|---|---|
| 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHOB | The Nasdaq Stock Market LLC |
| 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHOO | The Nasdaq Stock Market LLC |
| 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHON | The Nasdaq Stock Market LLC |
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 1.01 | Entry into a Material Definitive Agreement. |
|---|
On March 24, 2026, Sotherly Hotels, LP, a Delaware limited partnership (the “ Operating Partnership ”), entered into a consulting agreement effective February 12, 2026 (the “ Consulting Agreement ”) with KWC Management, LLC, a Delaware limited liability company and an affiliate of the Operating Partnership (“ KWC ”). Pursuant to the Consulting Agreement, KWC is responsible for providing consultation and management services to the Operating Partnership, as more particularly described in the Consulting Agreement (the “ Services ”), for the assets listed on Exhibit A thereto (the “ Assets ”).
The Consulting Agreement has an initial term of twelve (12) months until February 11, 2027 (the “ Initial Term ”), following which it shall renew for successive one-year terms unless terminated by either party upon thirty (30) days written notice to the non-cancelling party. Notwithstanding the foregoing, in the event of a sale of the Assets, the Consulting Agreement shall terminate immediately upon the closing of such sale; provided the Operating Partnership shall use commercially reasonable efforts to provide written notice of the proposed sale at least thirty (30) days prior to the anticipated closing date of such sale.
Pursuant to the Consulting Agreement, the Operating Partnership will pay an annual asset management fee (the “ Asset Management Fee ”) in the amount approved by the Operating Partnership as part of its annual budget approval process. For the Initial Term, the Asset Management Fee shall be at the annualized rate of Six Hundred Fifty Thousand Dollars ($650,000) per year, payable in equal monthly installments in advance on the first day of each calendar month. The fee for any partial month at the commencement or expiration of the current term shall be prorated on a per diem basis based on a 365-day year. The Operating Partnership will also pay reasonable out-of-pocket expenses incurred in connection with KWC’s the performance of the Services within thirty (30) days after receipt of an invoice detailing such amounts and accompanied by reasonable supporting documentation.
The foregoing descriptions of the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
|---|
On March 27, 2026, Sotherly Hotels Inc. (the “ Company ”), a real estate investment trust, provided notice to The Nasdaq Stock Market LLC (“ Nasdaq ”) that its Board of Directors approved the voluntarily withdrawal of the listing of all of the Company’s shares of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock and 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock (collectively, the “ Preferred Stock ”) from Nasdaq.
The Company expects to file a Form 25 with the Securities and Exchange Commission (the “ SEC ”) on or about April 7, 2026 for the delisting of the Preferred Stock from Nasdaq and the deregistration of the Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Company expects that the last day of trading for the Preferred Stock on Nasdaq will be on or about April 17, 2026.
A copy of the press release regarding this action is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 8.01 | Other Events. |
|---|
As previously disclosed, pursuant to the Agreement and Plan of Merger dated October 24, 2025 (the “ Merger Agreement ”) by and among the Company, KW Kingfisher LLC (“ Parent ”), and Parent’s wholly-owned subsidiary, Sparrows Nest LLC (“ Merger Sub ”), whereby the Merger Sub merged with and into the Company, with the Company being the surviving entity (the “ Merger ”) on February 27, 2026, the Company posted to its corporate website, and provided, the holders of the Company Preferred Stock (the “ Preferred Stockholders ”), a notice of Change of Control (as defined in the Articles) informing the Preferred Stockholders of the Change of Control and describing the resulting Change of Control Conversion Right (as defined in the Articles). The Company has designated March 20, 2026 as the Change in Control Conversion Date (as defined in the Articles).
As previously disclosed, pursuant to the Merger Agreement and the Articles Supplementary (the “ Articles ”) of the Preferred Stock, on February 27, 2026, the Company posted to its corporate website, and provided, the holders of the Preferred Stock (the “ Preferred Stockholders ”), a notice of Change of Control (as defined in the Articles) informing the Preferred Stockholders of the Change of Control and describing the resulting Change of Control Conversion Right
(as defined in the Articles). The Company designated March 20, 2026 as the Change in Control Conversion Date (as defined in the Articles). As a result, holders of 1,188,042 shares of the Series B Preferred Stock, 1,202,415 shares of the Series C Preferred Stock and 820,066 shares of the Series D Preferred Stock, each exercised their Change of Control Conversion Right, and on March 25, 2026, the Company cancelled the respective tendered shares of the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock in exchange for payment of $22,164,952, $23,005,385 and $13,647,549, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br><br>No. | Description of Exhibit |
|---|---|
| 10.1 | Consulting Agreement dated March 24, 2026, by and between Sotherly Hotels LP and KWC Management, LLC. |
| 99.1 | Press Release of Sotherly Hotels Inc. dated March 27, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation <br>S-K.<br> The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request. |
| --- | --- |
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.
| Date: March 27, 2026 | SOTHERLY HOTELS INC. | |
|---|---|---|
| By: | /s/ Zach Schmidt | |
| Zach Schmidt<br><br>Chief Executive Officer | ||
| SOTHERLY HOTELS LP | ||
| by its General Partner, | ||
| SOTHERLY HOTELS INC. | ||
| By: | /s/ Zach Schmidt | |
| Zach Schmidt<br><br>Chief Executive Officer |
EX-10.1
Exhibit 10.1
CONSULTING AGREEMENT
Sotherly Hotels LP & KWC Management, LLC
This CONSULTING AGREEMENT (this “Agreement”) is entered into as of February 12, 2026 (the “Effective Date”), by and between Sotherly Hotels LP **** (“Client”), and KWC Management, LLC (“Consultant”).
RECITALS
Client desires to engage Consultant, pursuant to the terms and conditions of this Agreement, to provide to Client certain business and financial advice, consultation, information, and services, as more particularly described and set forth on EXHIBIT A attached hereto (the “Services”), in connection with the assets listed on EXHIBIT A attached hereto (the “Assets”).
NOW THEREFORE, in consideration of the covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Consultant, intending to be legally bound, agree as follows:
ARTICLE I
ENGAGEMENT
SECTION 1.1 CONSULTANT’S ENGAGEMENT. Subject to the terms and conditions of this Agreement, Client hereby engages and retains Consultant on a non-exclusive basis as an independent contractor to perform the Services, and Consultant hereby agrees to accept and undertake such engagement, and to perform the Services with care, skill, and diligence, in accordance with the standards applicable generally to professionals performing similar services on projects of similar size and complexity and in the same geographic location as the Assets. Consultant may engage subcontractors, including affiliated or third-party asset management service providers, to perform all or a portion of the Services; provided, however, that Consultant shall remain fully responsible and liable for the acts and omissions of any such subcontractors and for the performance of the Services in accordance with this Agreement. Consultant shall ensure that any subcontractor is bound by confidentiality, compliance, and standard-of-care obligations no less protective than those set forth herein.
SECTION 1.2 TERM OF ENGAGEMENT. The term (the “Term”) of this Agreement shall commence on the Effective Date and shall continue thereafter for 12 months from the Effective Date, unless extended or earlier terminated as specified below in this Agreement.
SECTION 1.3 SCOPE OF AGREEMENT. During the Term of this Agreement, Consultant shall provide its expertise and undertake the performance of the Services. Client is not required to follow the advice rendered by Consultant.
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ARTICLE II
TERMINATION
SECTION 2.1 EXTENSION AND TERMINATION OF AGREEMENT. The Term of this Agreement shall begin on the Effective Date and end on February 11, 2027. Following this initial 1 Year Term, the Agreement shall automatically renew forsuccessive one-year terms (i.e., with the first such renewal term running from February 12, 2027 to February 11, 2028 “the “First Renewal Term”)). This Agreement may be terminated by the either party upon thirty (30) days written notice to the non-cancelling party.
SECTION 2.2 TERMINATION UPON SALE. In the event all the Assets are sold, this Agreement shall terminate immediately upon closing of such sale; provided Client shall use commercially reasonable efforts to provide written notice of the proposed sale at least thirty (30) days prior to the anticipated date of closing of the sale of the Assets.
ARTICLE III
UNDERTAKINGS
SECTION 3.1 CLIENT. During the Term of this Agreement, Client shall make available to Consultant for its periodic review and inspection, access to the Assets during normal business hours with a reasonable amount of advance notice, as well as such information as may be reasonably necessary for Consultant to perform its Services, such as the related operating statements, books, records, personnel, and such additional information, as may be deemed necessary by Client, in its sole discretion. Consultant shall keep such information confidential pursuant to the obligations set forth in Section 5.3.
SECTION 3.2 CONSULTANT. During the Term of this Agreement, Consultant shall perform the Services reasonably requested by Client in a commercially professional manner.
ARTICLE IV
COMPENSATION
SECTION 4.1 CONSULTING FEE. As compensation for all Services rendered pursuant to this Agreement, Client shall pay Consultant an annual asset management fee (the “Asset Management Fee”) for each Contract Year in the amount approved by the Client as part of its annual budget approval process. “Contract Year” means each twelve (12) month period beginning on the Effective Date and each anniversary of the Effective Date during the Term. For the initial Contract Year beginning February 12, 2026, the Asset Management Fee shall be at the annualized rate of **$**650,000. The fee for any partial month at the commencement or expiration of the Term shall be prorated on a per diem basis based on a 365-day year. The prorated fee for the partial month in which the Effective Date occurs shall be due on the Effective Date, and thereafter the Asset Management Fee shall be payable in equal monthly installments in advance on the first day of each calendar month. On each anniversary of the Effective Date, the Asset Management Fee shall automatically adjust to the amount approved by the Company for the applicable Contract Year, without further amendment. The Asset Management Fee does not include reasonable out-of-pocket expenses incurred in connection with the performance of the Services (including travel expenses), which shall be billed separately and reimbursed by Client within thirty (30) days after receipt of an invoice detailing such amounts and accompanied by reasonable supporting documentation. Consultant acknowledges and agrees that any individual out-of-pocket cost or expense in excess of One Thousand Dollars ($1,000) shall require Client’s prior written approval.
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SECTION 4.2 INTENTIONALLY DELETED.
SECTION 4.3 ADVANCES TO CONSULTANT. If, upon termination of this Agreement, money has been advanced to Consultant by Client, whether for out-of-pocket expenses, future Consulting Fees or otherwise, the advances shall immediately be returned and paid to Client. Client shall have the right to offset any of the advances against any Consulting Fees earned by Consultant or out-of-pocket expenses due and payable to Consultant through the date of termination of this Agreement.
SECTION 4.4 INDEPENDENT CONTRACTOR. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture or agency relationship between Consultant and Client. Consultant shall perform the Services hereunder only as an independent contractor. The parties hereto acknowledge and agree that under no circumstances shall Consultant, Consultant’s employees, agents or representatives be construed to be employees of Client, nor shall the employee, agents or representatives of Client be construed to be employees of Consultant by virtue of this Agreement or the Services performed hereunder. The parties hereto acknowledge that Consultant has and will continue to have various business activities and will perform services in the hospitality industry other than and in addition to those set forth in this Agreement.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 ENTIRE AGREEMENT. THIS AGREEMENT SETS FORTH ALL OF THE PROMISES, AGREEMENTS, CONDITIONS, UNDERSTANDINGS, WARRANTIES AND REPRESENTATIONS AMONG THE PARTIES WITH RESPECT TO THE SERVICES AND TRANSACTIONS CONTEMPLATED HEREBY, AND SUPERCEDES ALL PRIOR AGREEMENTS, ARRANGEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES HERETO, WHETHER WRITTEN, ORAL OR OTHERWISE. THERE ARE NO PROMISES, AGREEMENTS, CONDITIONS, UNDERSTANDING, WARRANTIES OR REPRESENTATIONS, ORAL OR WRITTEN, EXPRESS, OR IMPLIED, AMONG THE PARTIES CONCERNING THE SUBJECT HEREOF EXCEPT AS SET FORTH HEREIN.
SECTION 5.2 NO ASSIGNMENT. This Agreement may not be assigned by Client or Consultant without the prior written consent of the other party.
SECTION 5.3 CONFIDENTIALITY. Consultant will not, either during the Term of this Agreement or thereafter, disclose or make known for its or another’s benefit, any confidential information, knowledge, or data of Client in any way acquired or used by Consultant during its engagement by Client. Confidential information, knowledge or data of Client shall not include any information that is or becomes generally available to the public other than as a result of a disclosure by Consultant.
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SECTION 5.4 INSURANCE. Consultant acknowledges that it currently carries, and will continue to carry for the remainder of the Term of this Agreement, company level insurance, including, without limitation, professional liability coverage.
SECTION 5.5 VALIDITY.
(a) In the event any of the provisions of this Agreement are held to be in conflict with any rule of law, statutory provision or policy, or otherwise unenforceable under the laws or regulations of any applicable jurisdiction within the United States of America, or any governmental subdivision or agency thereof, such provisions shall be deemed stricken from this Agreement.
(b) Any invalidity or unenforceability described in subsection (a) of this Section 5.4 shall not invalidate any of the other provisions of this Agreement, and this Agreement shall continue in full force and effect.
SECTION 5.6 BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon Client and Consultant and their respective heirs, administrators, executors, successors and permitted assigns. This Agreement shall not become effective until it has been executed by all parties hereto.
SECTION 5.6 MODIFICATION AND WAIVER.
(a) Subject to the specific exceptions set out in this Agreement, any waiver, modification or amendment of any provision of this Agreement shall be effective only if in written form signed by the party or parties affected by such modification or agreement.
(b) Any waiver provided by either party shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the waiving party or the obligations of the other party in any other respect at any other time.
(c) No delay or omission or failure to exercise any right or remedy provided for in this Agreement shall be deemed to be a waiver of the right or remedy or acquiescence to the event giving rise to such right or remedy.
(d) Every right and remedy provided for in this Agreement may be exercised from time to time and so often as may be deemed expedient by the party exercising the right or remedy.
SECTION 5.7 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of the parties hereto, their successors and permitted assigns. Nothing in this Agreement shall be deemed to create any right in any other person or entity not a party hereto and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party.
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SECTION 5.8 NO ASSUMPTION/INDEMNIFICATION. It is expressly understood and agreed that Consultant does not, with the undertaking of this engagement and performance of the Services hereunder, assume any of the obligations of Client. Client does hereby indemnify and hold Consultant harmless from and against the following (the “Indemnified Claims”): (i) all claims, costs, liabilities or losses in any manner incurred in connection with the performance by Consultant of the Services hereunder, unless such Indemnified Claims arise solely by reason of Consultant’s fraud, gross negligence or willful misconduct, (ii) all claims, costs, liabilities or losses incurred in connection with the employment of any employees by Client, and (iii) all claims, costs, liabilities or losses attributable to the operation or management of the Assets. Consultant does hereby indemnify and hold Client harmless from and against the following (the “ Consultant Indemnified Claims”): all claims, costs, liabilities or losses in any manner incurred in connection with the performance by Consultant of the Services hereunder that arise by reason of Consultant’s fraud, gross negligence or willful misconduct. Notwithstanding anything else contained herein to the contrary, each party shall look solely to the assets of the other party for satisfaction of any liabilities or obligations relating to this engagement, and no officer, director, employee, partner, affiliate, shareholder or agent of either party shall be personally responsible for any such liabilities or obligations. In addition, each party waives any claims for punitive, consequential, speculative or exemplary damages, including, without limitation, lost revenue or profit, even if a party has knowledge of the possibility of such damages.
SECTION 5.9 HEADINGS AND REFERENCES. The headings of Articles and Sections in this Agreement are for convenience only and shall not be deemed to affect in any way the scope, intent or meaning of the provisions to which they refer. The references made in this Agreement to Articles and Sections refer to Articles and Sections of this Agreement.
SECTION 5.10 FURTHER DOCUMENTS. The parties hereto agree to execute any and all documents, and to perform any and all other acts, reasonably necessary to accomplish the purposes of this Agreement.
SECTION 5.11 GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Tennessee. The parties hereby consent to the jurisdiction of the courts of the State of Tennessee.
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THIS AGREEMENT IS EXECUTED by the parties hereto as of the date first set forth above.
| CLIENT: | Sotherly Hotels LP | |
|---|---|---|
| Signed: | /s/ Zach D. Schmidt | |
| Name: Zach D. Schmidt | ||
| Title: CEO | ||
| Date: March 24, 2026 | ||
| Notice Address: | ||
| Sotherly Hotels LP<br> <br>20 Huling<br>Avenue | ||
| Memphis, TN 38103 | ||
| Attn: General Counsel | ||
| Email: jlazarov@kwcmgmt.com | ||
| CONSULTANT: | KWC Management LLC, | |
| a Delaware limited liability company | ||
| Signed: | /s/ D. Webb Wilson | |
| Name: D. Webb Wilson | ||
| Title: CEO | ||
| Date: March 24, 2026 | ||
| Notice Address: | ||
| KWC Management, LLC<br> <br>20 Huling<br>Avenue | ||
| Memphis, TN 38103 | ||
| Attn: General Counsel | ||
| Email: jlazarov@kwcmgmt.com |
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Services/Assets
EXHIBIT A
Assets:
| PROPERTY NAME | ADDRESS |
|---|---|
| THE DESOTO SAVANNAH | 15 E LIBERTY ST, SAVANNAH, GA 31401 |
| HOTEL BALLAST – TAPESTRY COLLECTION BY HILTON | 301 N WATER ST, WILMINGTON, NC 28401 |
| DOUBLETREE BY HILTON JACKSONVILLE RIVERFRONT | 1201 RIVERPLACE BLVD, JACKSONVILLE, FL 32207 |
| HOTEL ALBA – TAPESTRY COLLECTION BY HILTON | 5303 W KENNEDY BLVD, TAMPA, FL 33609 |
| DOUBLETREE BY HILTON LAUREL | 15101 SWEITZER LN, LAUREL, MD 20707 |
| DOUBLETREE BY HILTON PHILADELPHIA AIRPORT | 4509 ISLAND AVE, PHILADELPHIA, PA 19153 |
| DOUBLETREE RESORT BY HILTON HOLLYWOOD BEACH | 4000 S OCEAN DR, HOLLYWOOD, FL 33019 |
| THE GEORGIAN TERRACE HOTEL | 659 PEACHTREE ST NE, ATLANTA, GA 30308 |
| HYATT CENTRIC ARLINGTON | 1325 WILSON BLVD, ARLINGTON, VA 22209 |
| THE WHITEHALL HOUSTON | 1700 SMITH ST, HOUSTON, TX 77002 |
ASSET MANAGEMENT SCOPE:
[SEE ATTACHED SOHO ASSET MANAGEMENT RACI DATED 2.11.2026]
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EX-99.1
Exhibit 99.1
Sotherly Hotels Inc. Announces Intention to List on OTC Market Platform, Voluntarily Delist from Nasdaq and Continue SEC Reporting
3/27/2026
Sotherly Hotels Inc. (the “Company” or “Sotherly”), a real estate investment trust, announced today that its Board of Directors has approved the voluntary withdrawal of the listing of the Company’s shares of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock and 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock (collectively, the “Preferred Stock”) from The Nasdaq Stock Market LLC (“Nasdaq”).
The Company expects to file a Form 25 with the Securities and Exchange Commission (the “SEC”) on or about April 7, 2026 for the delisting of the Preferred Stock from Nasdaq and the deregistration of the Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects that the last day of trading for the Preferred Stock on Nasdaq will be on or about April 17, 2026.
The Company’s status as a real estate investment trust for U.S. federal income tax purposes will not be affected by the transition, and the Company intends to continue operating as a REIT.
The Company believes that this transition is in the best interests of the Company and its stockholders in light of the closing on February 12, 2026 of the transactions contemplated by that certain Agreement and Plan of Merger, by and among the Company, KW Kingfisher LLC, a Delaware limited liability company (the “Parent”), and Sparrows Nest LLC, a Maryland limited liability company. As a result of the Merger, all of the Company’s outstanding Common Stock was acquired by the Parent and holders of over 80% of the outstanding shares of Preferred Stock opted to receive cash consideration for the conversion of their respective Preferred Shares pursuant to change of control conversion rights set out in the Merger Agreement and Articles Supplementary of the Preferred Stock.
About Sotherly Hotels Inc.
Sotherly Hotels Inc. (Nasdaq: **** SOHO) is an externally-managed and externally-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. Sotherly 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 one condominium hotels and their associated rental programs. For more information on Sotherly, please visit the Sotherly website at www.sotherlyhotels.com.
Cautionary Statement Regarding Forward-Looking Statements
This Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor provisions for forward-looking statements contained therein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Sotherly’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 Sotherly’s current strategies, expectations and future plans, are generally identified by the use of words such as “intend,” “plan,” “may,” “should,” “will,” “project,” “anticipate,” “believe,” “expect,” “continue,” 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 Sotherly’s trading platforms and business plans are forward-looking statements. Readers should specifically consider the various factors identified in this Press Release and the reports filed by Sotherly 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 Sotherly’s Annual Report on Form 10-K for the year ended December 31, 2024 and Sotherly’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. All forward-looking statements included in this Press Release are made as of the date hereof and are based on information available at that time. Except as required by law, Sotherly assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.