Sotherly Hotels Inc. 8-K

What Happened
Sotherly Hotels, Inc. (SOHOO) announced that the previously disclosed merger under the Agreement and Plan of Merger dated October 24, 2025 closed on February 12, 2026, when Merger Sub (Sparrows Nest LLC) merged into the Company and the Company survived. On February 27, 2026 Sotherly posted and delivered notices to holders of its 8.0% Series B, 7.875% Series C and 8.25% Series D cumulative redeemable perpetual preferred stock informing them of the Change of Control and the related Change of Control Conversion Right. The Company designated March 20, 2026 as the Change in Control Conversion Date. Copies of the three notices were attached to the 8-K as Exhibits 99.1–99.3.

Key Details

• Merger Agreement parties: Sotherly Hotels, Inc., Parent KW Kingfisher LLC, and Merger Sub Sparrows Nest LLC; merger effective February 12, 2026.
• Preferred series affected: 8.0% Series B, 7.875% Series C, and 8.25% Series D cumulative perpetual preferred stock.
• Preferred holders may elect to convert their shares into Sotherly common stock and receive the Merger Consideration as defined in the Merger Agreement, subject to the Articles Supplementary (including the share cap).
• Notice posted/delivered to preferred holders: February 27, 2026; Conversion Date set for March 20, 2026. Exhibits 99.1–99.3 contain the notices.

Why It Matters
For preferred stockholders, this filing confirms they have a formal Change of Control Conversion Right tied to the completed merger and a set deadline (March 20, 2026) to elect conversion under the Articles’ terms. For common shareholders and potential investors, conversions could affect the company’s common share count and capital structure depending on how many preferred holders elect conversion (subject to the share cap). The 8-K provides the official notices and dates investors need to act or assess potential effects from the merger closing.