Sotherly Hotels Inc. Announces Intention to List on OTC Market Platform, Voluntarily Delist from Nasdaq and Continue SEC Reporting (Form 8-K)

Sotherly Hotels Inc. Announces Intention to List on OTC Market Platform, Voluntarily Delist from Nasdaq and Continue SEC Reporting

3/27/2026

Sotherly Hotels Inc. (the "Company" or "Sotherly"), a real estate investment trust, announced today that its Board of Directors has approved the voluntary withdrawal of the listing of the Company's shares of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock and 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock (collectively, the "Preferred Stock") from The Nasdaq Stock Market LLC ("Nasdaq").

The Company expects to file a Form 25 with the Securities and Exchange Commission (the "SEC") on or about April 7, 2026 for the delisting of the Preferred Stock from Nasdaq and the deregistration of the Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company expects that the last day of trading for the Preferred Stock on Nasdaq will be on or about April 17, 2026.

The Company's status as a real estate investment trust for U.S. federal income tax purposes will not be affected by the transition, and the Company intends to continue operating as a REIT.

The Company believes that this transition is in the best interests of the Company and its stockholders in light of the closing on February 12, 2026 of the transactions contemplated by that certain Agreement and Plan of Merger, by and among the Company, KW Kingfisher LLC, a Delaware limited liability company (the "Parent"), and Sparrows Nest LLC, a Maryland limited liability company. As a result of the Merger, all of the Company's outstanding Common Stock was acquired by the Parent and holders of over 80% of the outstanding shares of Preferred Stock opted to receive cash consideration for the conversion of their respective Preferred Shares pursuant to change of control conversion rights set out in the Merger Agreement and Articles Supplementary of the Preferred Stock.

About Sotherly Hotels Inc.

Sotherly Hotels Inc. (Nasdaq: SOHO) is an externally-managed and externally-administered lodging real estate investment trust, or REIT, that was formed in August 2004 to own, acquire, renovate and reposition full-service, primarily upscale and upper-upscale hotel properties located in primary markets in the mid-Atlantic and southern United States. Sotherly owns ten full-service, primarily upscale and upper-upscale hotels located in seven states with an aggregate of 2,786 hotel rooms, and interests in one condominium hotels and their associated rental programs. For more information on Sotherly, please visit the Sotherly website at www.sotherlyhotels.com.