Sotherly Hotels Inc.

Sotherly Hotels Inc. is a lodging real estate investment trust (REIT) that was formed in August 2004. The company's business involves owning, acquiring, renovating, and repositioning full-service hotel properties, primarily in the upscale and upper-upscale segments. These properties are located in primary markets within the mid-Atlantic and southern United States. Sotherly Hotels Inc. completed its initial public offering on December 21, 2004, and elected to be treated as a self-advised REIT for federal income tax purposes. On February 12, 2026, the company completed a merger with KW Kingfisher LLC ("Parent") and Sparrows Nest LLC ("Merger Sub"), as outlined in the Merger Agreement dated October 24, 2025. In this transaction, Merger Sub merged into Sotherly Hotels Inc., and Sotherly Hotels Inc. survived as a wholly owned subsidiary of Parent. Following the merger, Sotherly Hotels LP, a Delaware limited partnership, became an indirect subsidiary of Parent. The merger became effective at 8:45 am Eastern time on February 12, 2026. As a result of the merger, each outstanding share of Sotherly Hotels Inc. common stock, par value $0.01 per share, was automatically converted into the right to receive $2.25 per share in cash, without interest.