UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2026

 

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Registrant’s Telephone Number, Including Area Code: (901)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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On March 24, 2026, Sotherly Hotels, LP, a Delaware limited partnership (the “”), entered into a consulting agreement effective February 12, 2026 (the “”) with KWC Management, LLC, a Delaware limited liability company and an affiliate of the Operating Partnership (“”). Pursuant to the Consulting Agreement, KWC is responsible for providing consultation and management services to the Operating Partnership, as more particularly described in the Consulting Agreement (the “”), for the assets listed on Exhibit A thereto (the “”).

The Consulting Agreement has an initial term of twelve (12) months until February 11, 2027 (the “”), following which it shall renew for successive terms unless terminated by either party upon thirty (30) days written notice to the party. Notwithstanding the foregoing, in the event of a sale of the Assets, the Consulting Agreement shall terminate immediately upon the closing of such sale; provided the Operating Partnership shall use commercially reasonable efforts to provide written notice of the proposed sale at least thirty (30) days prior to the anticipated closing date of such sale.

Pursuant to the Consulting Agreement, the Operating Partnership will pay an annual asset management fee (the “”) in the amount approved by the Operating Partnership as part of its annual budget approval process. For the Initial Term, the Asset Management Fee shall be at the annualized rate of Six Hundred Fifty Thousand Dollars ($650,000) per year, payable in equal monthly installments in advance on the first day of each calendar month. The fee for any partial month at the commencement or expiration of the current term shall be prorated on a per diem basis based on a year. The Operating Partnership will also pay reasonable expenses incurred in connection with KWC’s the performance of the Services within thirty (30) days after receipt of an invoice detailing such amounts and accompanied by reasonable supporting documentation.

The foregoing descriptions of the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form and are incorporated herein by reference.

 

On March 27, 2026, Sotherly Hotels Inc. (the “”), a real estate investment trust, provided notice to The Nasdaq Stock Market LLC (“”) that its Board of Directors approved the voluntarily withdrawal of the listing of all 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 “”) from Nasdaq.

The Company expects to file a Form 25 with the Securities and Exchange Commission (the “”) 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 “”). The Company expects that the last day of trading for the Preferred Stock on Nasdaq will be on or about April 17, 2026.

A copy of the press release regarding this action is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

As previously disclosed, pursuant to the Agreement and Plan of Merger dated October 24, 2025 (the “”) by and among the Company, KW Kingfisher LLC (“”), and Parent’s wholly-owned subsidiary, Sparrows Nest LLC (“”), whereby the Merger Sub merged with and into the Company, with the Company being the surviving entity (the “”) on February 27, 2026, the Company posted to its corporate website, and provided, the holders of the Company Preferred Stock (the “”), a notice of Change of Control (as defined in the Articles) informing the Preferred Stockholders of the Change of Control and describing the resulting Change of Control Conversion Right (as defined in the Articles). The Company has designated March 20, 2026 as the Change in Control Conversion Date (as defined in the Articles).

As previously disclosed, pursuant to the Merger Agreement and the Articles Supplementary (the “”) of the Preferred Stock, on February 27, 2026, the Company posted to its corporate website, and provided, the holders of the Preferred Stock (the “”), a notice of Change of Control (as defined in the Articles) informing the Preferred Stockholders of the Change of Control and describing the resulting Change of Control Conversion Right

(as defined in the Articles). The Company designated March 20, 2026 as the Change in Control Conversion Date (as defined in the Articles). As a result, holders of 1,188,042 shares of the Series B Preferred Stock, 1,202,415 shares of the Series C Preferred Stock and 820,066 shares of the Series D Preferred Stock, each exercised their Change of Control Conversion Right, and on March 25, 2026, the Company cancelled the respective tendered shares of the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock in exchange for payment of $22,164,952, $23,005,385 and $13,647,549, respectively.

 

(d)

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.