8-K filed February 18, 2026, 6:59 PM ET ticker SOHOO CIK 0001301236

M&A confidence high sentiment neutral materiality 0.90

Sotherly Hotels completes acquisition by KW Kingfisher; shareholders get $2.25/share

Sotherly Hotels Inc.

Merger closed Feb 12, 2026; each common share converted to $2.25 cash, no interest.
Preferred stock holders (Series B, C, D) may convert to common and receive same $2.25/share by March 20, 2026.
Company delisted from Nasdaq; Form 25 filed Feb 13, 2026.
Apollo loan of $308M (3-yr term, two 1-yr extensions) and Ascendant mezzanine loan of $45M (4-yr term) close same day.
New directors (Schmidt, Pellum, Schulte) appointed; Schmidt named CEO, Pellum CFO; Schulte Hospitality becomes property manager.

item 1.01 item 1.02 item 2.01 item 2.03 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 8.01 item 9.01

Machine-readable event card

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accession: 0001193125-26-056144
form_type: 8-K
ticker: SOHOO
cik: 0001301236
company_name: Sotherly Hotels Inc.
filed_at: 2026-02-18T23:59:59+00:00
discovered_at: 2026-05-14T18:02:34.751299+00:00
generated_at: 2026-05-16T01:58:03.461746+00:00
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sentiment: neutral
materiality_score: 0.9
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Source-grounded claims

227395ed5df3f386a4259b090869a6ddbd7b094b

Sotherly Hotels Inc. incurred term loan of $308 million with Apollo Global Management affiliates maturing February 12, 2029.

The Apollo Loan Agreement provides for a loan amount of $308 million, with an initial maturity date of February 12, 2029, with two (2) extension options of one (1) year each, subject to the satisfaction of certain extension conditions.

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

a2f82254397e5c6a4aef94de67f64865645f7bbb

Sotherly Hotels Inc. incurred loan of up to $45 million with Ascendant Capital Partners LP affiliate maturing February 12, 2030.

The Mezzanine Loan Agreement provides for a loan amount of up to $45 million, with an initial maturity date of February 12, 2030, with one (1) extension option of (1) year, subject to the satisfaction of certain extension conditions.

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

0ad7b8c33154d365340ff7a43bcf98caa206616b

Sotherly Hotels Inc.: Amended and restated bylaws to remove director age minimum, independence board majority requirement, and CEO-director requirement; clarified nomination procedures through Nominating and Corporate Governance Committee (effective 2026-02-12).

On February 12, 2026, the Board of Directors of the Company approved the amendment and restatement of the Company’s Third Amended and Restated Bylaws (as amended and restated, the “ Bylaws ”). The changes remove legacy provisions describing (i) a minimum age requirement for directors; (ii) a requirement that at least one-half of the Board meet independence standards defined by the Board and applicable Nasdaq rules, and (iii) a requirement specifying that one director shall be the Chief Executive Officer.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

1ceab111a396ef2472155457406035d676f14d28

Sotherly Hotels Inc. underwent a change of control involving KW Kingfisher LLC for $2.25 per share (closed 2026-02-12).

”) issued and outstanding immediately before the Effective Time (other than Cancelled Shares) was automatically converted into the right to receive an amount in cash equal to $2.25 per share, without interest (the “ Per Company Share Merger Consideration ,” and in the aggregate, the “ Merger Consideration ”); (B) each share of the Company’s 8.0% Series B

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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The Apollo Loan Agreement provides for a loan amount of $308 million, with an initial maturity date of February 12, 2029, with two (2) extension options of one (1) year each, subject to the satisfaction of certain extension conditions.

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The Apollo Loan Agreement provides for a loan amount of $308 million, with an initial maturity date of February 12, 2029, with two (2) extension options of one (1) year each, subject to the satisfaction of certain extension conditions.

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The Apollo Loan Agreement provides for a loan amount of $308 million, with an initial maturity date of February 12, 2029, with two (2) extension options of one (1) year each, subject to the satisfaction of certain extension conditions.

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same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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On February 12, 2026, the Board of Directors of the Company approved the amendment and restatement of the Company’s Third Amended and Restated Bylaws (as amended and restated, the “ Bylaws ”). The changes remove legacy provisions describing (i) a minimum age requirement for directors; (ii) a requirement that at least one-half of the Board meet independence standards defined by the Board and applicable Nasdaq rules, and (iii) a requirement specifying that one director shall be the Chief Executive Officer.

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”) issued and outstanding immediately before the Effective Time (other than Cancelled Shares) was automatically converted into the right to receive an amount in cash equal to $2.25 per share, without interest (the “ Per Company Share Merger Consideration ,” and in the aggregate, the “ Merger Consideration ”); (B) each share of the Company’s 8.0% Series B

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”) issued and outstanding immediately before the Effective Time (other than Cancelled Shares) was automatically converted into the right to receive an amount in cash equal to $2.25 per share, without interest (the “ Per Company Share Merger Consideration ,” and in the aggregate, the “ Merger Consideration ”); (B) each share of the Company’s 8.0% Series B

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”) issued and outstanding immediately before the Effective Time (other than Cancelled Shares) was automatically converted into the right to receive an amount in cash equal to $2.25 per share, without interest (the “ Per Company Share Merger Consideration ,” and in the aggregate, the “ Merger Consideration ”); (B) each share of the Company’s 8.0% Series B

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Source: SEC EDGAR

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