Sotherly Hotels Inc. 8-K

What Happened

• Sotherly Hotels Inc. (SOHOO) filed an 8-K on Feb 18, 2026 disclosing that the company closed a merger on February 12, 2026 (announced via press release Exhibit 99.1). The filing also discloses related financing arrangements and corporate governance changes executed the same day.
• On February 12, 2026 the Company entered into (and/or amended/terminated) various material agreements tied to the Merger, including a senior loan agreement and a mezzanine loan agreement, and executed management agreements for several hotels.

Key Details

• Merger closing announced: press release dated Feb 12, 2026 (Exhibit 99.1).
• Financing: Loan Agreement dated Feb 12, 2026 with affiliates of Apollo Global Management (senior lender) and a Mezzanine Loan Agreement dated Feb 12, 2026 with an affiliate of Ascendant Capital Partners (Exhibits 10.3 and 10.4). These create direct financial obligations for subsidiaries that own the subject hotels.
• Bylaws amended: Board approved Fourth Amended and Restated Bylaws on Feb 12, 2026 (filed as Exhibit 3.1). Changes remove a minimum director age requirement, remove a prior requirement that at least one-half of the Board meet an independence standard, remove a requirement that one director be CEO, and clarify that all director nominations must go through the Nominating & Corporate Governance Committee.
• Management agreements: Form of Management Agreement(s) dated Feb 12, 2026 were filed covering operations of several named hotels (Exhibit 10.5).

Why It Matters

• Closing the Merger is a major corporate event that likely changes Sotherly’s assets, operations and ownership structure; the company has simultaneously put new financing and management arrangements in place to support the acquired/related hotels.
• The new senior and mezzanine loans constitute material new debt obligations for hotel-owning subsidiaries and could affect cash flow, leverage and risk profile for the company’s equity holders.
• The bylaws amendments change board qualification and nomination procedures, which affect corporate governance and how future director candidates are selected.
• Investors should review the Feb 12, 2026 press release and the referenced agreements and amended bylaws (Exhibits 3.1, 10.3–10.5, 99.1) for full details; certain loan exhibits contain redactions filed under Regulation S-K Item 601(b)(10)(iv).