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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.
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.
Sotherly Hotels Inc. and its operating partnership report a transformative year marked by a completed merger with KW Kingfisher LLC and a full recapitalization of their hotel portfolio. The company is now a wholly owned subsidiary of KW Kingfisher, with Sotherly Hotels LP as an indirect subsidiary.
At the February 12, 2026 closing, public common shareholders’ stock was converted into $2.25 per share in cash, and the common stock was delisted from Nasdaq, while preferred stock remains outstanding and keeps the company reporting to the SEC. The portfolio included ten full-service hotels with 2,786 rooms as of December 31, 2025, concentrated in upscale and upper‑upscale segments across the southern and mid‑Atlantic United States.
To refinance existing property debt and fund preferred stock redemptions and property improvements, the company entered into a new $308.0 million senior loan with Apollo affiliates and a $45.0 million mezzanine loan with an Ascendant Capital affiliate. Day‑to‑day hotel management transitioned from Our Town to Schulte Hospitality under new long‑term agreements, as Sotherly focuses on operational discipline, capital reinvestment and balance sheet management while maintaining REIT status.
Sotherly Hotels Inc. and its operating partnership report a transformative year marked by a completed merger with KW Kingfisher LLC and a full recapitalization of their hotel portfolio. The company is now a wholly owned subsidiary of KW Kingfisher, with Sotherly Hotels LP as an indirect subsidiary.
At the February 12, 2026 closing, public common shareholders’ stock was converted into $2.25 per share in cash, and the common stock was delisted from Nasdaq, while preferred stock remains outstanding and keeps the company reporting to the SEC. The portfolio included ten full-service hotels with 2,786 rooms as of December 31, 2025, concentrated in upscale and upper‑upscale segments across the southern and mid‑Atlantic United States.
To refinance existing property debt and fund preferred stock redemptions and property improvements, the company entered into a new $308.0 million senior loan with Apollo affiliates and a $45.0 million mezzanine loan with an Ascendant Capital affiliate. Day‑to‑day hotel management transitioned from Our Town to Schulte Hospitality under new long‑term agreements, as Sotherly focuses on operational discipline, capital reinvestment and balance sheet management while maintaining REIT status.
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.
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.
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. plans to voluntarily delist all Series B, C and D preferred shares from Nasdaq, move them to an OTC trading platform, and continue SEC reporting as a REIT. The company has already undergone a change of control and most preferred holders chose cash conversion.
The operating partnership also entered a one-year consulting agreement with KWC Management, LLC effective February 12, 2026, paying an annual asset management fee of $650,000 plus expenses. Following designation of March 20, 2026 as the Change in Control Conversion Date, holders of Series B, C and D preferred tendered shares for cash totaling $22,164,952, $23,005,385 and $13,647,549, respectively, which were paid and the shares cancelled on March 25, 2026.
Sotherly Hotels Inc. plans to voluntarily delist all Series B, C and D preferred shares from Nasdaq, move them to an OTC trading platform, and continue SEC reporting as a REIT. The company has already undergone a change of control and most preferred holders chose cash conversion.
The operating partnership also entered a one-year consulting agreement with KWC Management, LLC effective February 12, 2026, paying an annual asset management fee of $650,000 plus expenses. Following designation of March 20, 2026 as the Change in Control Conversion Date, holders of Series B, C and D preferred tendered shares for cash totaling $22,164,952, $23,005,385 and $13,647,549, respectively, which were paid and the shares cancelled on March 25, 2026.
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 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. 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. 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. 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 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. 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.