Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On May 5, 2015, certain subsidiaries of Sotherly Hotels Inc. (the "Company"), the sole general partner of Sotherly Hotels LP, entered into a promissory note, loan agreement, and other loan documents to secure a mortgage (the "Mortgage Loan") on its Georgian Terrace hotel with Bank of America, N.A.

On June 26, 2025, the Company received a Notice of Default (the "Notice") from the special servicer for the Mortgage Loan. The Notice states that the Company's subsidiary, SOHO Atlanta LLC, is in default under the note and the loan documents by virtue of, among other things, its failure to pay all amounts when due thereunder, and that the current lender, Wilmington Trust, National Association, as Trustee (the "Lender"), will take all such actions as it deems appropriate to protect its interest in the Mortgage Loan and to collect the debt thereunder, including, without limitation, seeking foreclosure and/or reconveyance of its security under the loan documents without further notice or demand except as required pursuant to state law and the loan documents.

On December 16, 2025, affiliates of the Company entered into a Forbearance Agreement (the "Forbearance Agreement") with Wilmington Trust, National Association, as Trustee, with regard to the Mortgage Loan. Pursuant to the Forbearance Agreement:

The foregoing description of the Forbearance Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Forbearance Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.