secwatch / observer

Sotherly Hotels Inc. — fact timeline

Source-grounded facts extracted from Sotherly Hotels Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

SOHOO Sotherly Hotels Inc. JSON
Material Agreements

Sotherly Hotels Inc. entered into Consulting Agreement with KWC Management, LLC valued at $650,000 (effective 2026-02-12).

“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 ”).”
Governance Changes

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.”
Debt Financings

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.”
Debt Financings

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.”
M&A Transactions

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”
Debt Financings

Sotherly Hotels Inc. reported a default on mortgage of approximately $49.3 million with Wilmington Trust, National Association, as Trustee.

“under the loan documents without further notice or demand. The Company estimates that the amount of the direct financial obligation, as of November 12, 2025, is approximately $49.3 million. The Company has engaged a consultant to negotiate for an extension of the Mortgage Loan with the special servicer, and proposed extension terms have been provided to the special”
Debt Financings

Sotherly Hotels Inc. incurred mortgage of $42.0 million with Citi Real Estate Funding Inc. at fixed interest rate of 7.13% maturing matures on October 6, 2030.

“On September 12, 2025, affiliates of Sotherly Hotels Inc. (the “Company”), the sole general partner of Sotherly Hotels LP (the “Operating Partnership”), entered into loan documents to secure a $42.0 million mortgage loan (the “Mortgage Loan”) on The DeSoto hotel (the “Hotel”) located in Savannah, GA with Citi Real Estate Funding Inc.”
Auditor Changes

Sotherly Hotels Inc. engaged Cherry Bekaert LLP as its auditor.

“On September 15, 2025, the Audit Committee of the Board of Directors of the Company approved the appointment and engagement of Cherry Bekaert LLP (“Cherry Bekaert”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025.”
Auditor Changes

Sotherly Hotels Inc. dismissed Forvis Mazars, LLP as its auditor.

“On September 11, 2025, the Audit Committee of the Board of Directors of Sotherly Hotels Inc., a Maryland corporation (the “Company”) and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership”, and together with the Company, “we”, “us” and “our”), approved the dismissal of Forvis Mazars, LLP (“Forvis”) as our independent registered public accounting firm effective immediately.”
Listing & Compliance Notices

Sotherly Hotels Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2)).

“August 12, 2025, Sotherly Hotels Inc., a Maryland corporation (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had been granted an additional 180 days, or until February 9, 2026 (the “Second Compliance Period”), to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), based on the”
Debt Financings

Sotherly Hotels Inc. reported a default on mortgage of approximately $38.0 million with Wilmington Trust, National Association, as Trustee.

“except as required pursuant to state law and the loan documents. The Company estimates that the amount of the direct financial obligation, as of July 2, 2025, is approximately $38.0 million. --- EX-99.1 (EX-99.1) --- EX-99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE WEDNESDAY, July 2, 2025 SOTHERLY HOTELS INC. ANNOUNCES NOTICE OF DEFAULT ON MORTGAGE LOAN SECURED BY THE”
Listing & Compliance Notices

Sotherly Hotels Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

“February 11, 2025, Sotherly Hotels Inc. (the “Company”) received a deficiency letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that, for the last 30 consecutive business days, the”
Earnings Releases

Sotherly Hotels Inc. reported the quarter ended March 31, 2024 results: revenue $46,548, net income Net loss attributable to common stockholders $ (659 ), EPS Net loss per common share - diluted $ (0.03 ).

“ended March 31, 2024. The Company’s results include the following*: Three Months Ended March 31, 2024 March 31, 2023 ($ in thousands except per share data) Total revenue $ 46,548 $ 43,491 Net loss attributable to common stockholders (659 ) (582 ) EBITDA 10,785 9,948 Hotel EBITDA 12,360 12,079 FFO attributable to common stockholders and unitholders 3,961”
Shareholder Votes

Sotherly Hotels Inc. shareholders approved Advisory vote on executive compensation at the 2024-04-30 meeting.

“c) An advisory vote on executive compensation: 5,051,265 shares in favor, 896,698 shares against and 61,095 shares abstaining. There were 7,750,411 broker non-votes for this proposal.”
Shareholder Votes

Sotherly Hotels Inc. shareholders approved Ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 at the 2024-04-30 meeting.

“b) Ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024: 13,208,661 shares in favor, 473,930 shares against and 76,878 shares abstaining. There were no broker non-votes for this proposal.”
Shareholder Votes

Sotherly Hotels Inc. shareholders approved Election of seven directors at the 2024-04-30 meeting.

“a) Election of seven (7) directors to serve for the ensuing year and until their respective successors are elected: Director Nominee Votes For Votes Withheld Broker Non-Votes Maria L. Caldwell 5,458,332 550,726 7,750,411 David R. Folsom 5,242,042 767,016 7,750,411 G. Scott Gibson IV 5,467,307 541,751 7,750,411 Walter S. Robertson III 5,460,960 548,098 7,750,411 Andrew M. Sims 5,237,042 772,016 7,750,411 Herschel J. Walker 5,238,840 770,218 7,750,411 Gen. Anthony C. Zinni 4,961,820 1,047,238 7,750,411”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.