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 Inc. (SOHOO): M&A transaction — 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.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Sotherly Hotels Inc. incurred term loan of $308 million with Apollo Global Management affiliates maturing February 12, 2029.
- Instrument
- term loan
- Principal
- $308 million
- Counterparty
- Apollo Global Management affiliates
- Maturity
- February 12, 2029
- Event
- incurrence
Exact text from the filing
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.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Sotherly Hotels Inc. incurred loan of up to $45 million with Ascendant Capital Partners LP affiliate maturing February 12, 2030.
- Instrument
- loan
- Principal
- up to $45 million
- Counterparty
- Ascendant Capital Partners LP affiliate
- Maturity
- February 12, 2030
- Event
- incurrence
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
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).
- Change
- bylaw amendment
- Effective
- 2026-02-12
Exact text from the filing
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.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Sotherly Hotels Inc. underwent a change of control involving KW Kingfisher LLC for $2.25 per share (closed 2026-02-12).
- Action
- change of control
- Counterparty
- KW Kingfisher LLC
- Consideration
- $2.25 per share
- Closing
- 2026-02-12
Exact text from the filing
”) 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
View on SEC.gov
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