SOHOBHIGH SIGNALMANAGEMENT10-K

Sotherly Hotels Inc. completed a merger transaction on February 12, 2026, with KW Kingfisher LLC, resulting in the company being taken private and delisted from NASDAQ.

This represents a complete change in ownership structure and likely marks the end of SOHOB as a publicly traded entity. The dramatic reduction in outstanding shares from 20.1 million to just 100 shares confirms this was a going-private transaction, fundamentally altering the investment thesis for any remaining public shareholders.

Comparing 2026-04-15 vs 2025-03-31View on EDGAR →
FINANCIAL ANALYSIS

The financial results show a company that dramatically improved its operational performance with revenue growing 287% to $122.9M and operating income surging 298% to $12.5M, while also significantly reducing net losses by 83%. The company strengthened its balance sheet with cash increasing 77% to $16.6M and total assets growing 31% to $299.8M, though total liabilities also increased 38% to $272.3M and interest expense rose 52%, suggesting expanded operations likely financed through debt ahead of the merger completion.

FINANCIAL STATEMENT CHANGES
Operating Income
P&L
+298.1%
$3.1M$12.5M

Operating leverage kicking in — revenue growth outpacing cost growth, a hallmark of scaling businesses.

Revenue
P&L
+287%
$31.8M$122.9M

Strong top-line growth of 287% — accelerating demand or successful expansion into new markets.

Net Income
P&L
+83.2%
-$3.5M-$585K

Net income grew 83.2% — bottom-line growth signals improving overall business health.

Cash & Equivalents
Balance Sheet
+77.4%
$9.4M$16.6M

Cash position surged 77.4% — strong cash generation or capital raise providing significant financial cushion.

Interest Expense
P&L
+52.4%
$9.6M$14.6M

Interest expense surged 52.4% — significant debt increase or rising rates materially impacting earnings.

Total Liabilities
Balance Sheet
+38%
$197.3M$272.3M

Liabilities grew 38% — significant increase in debt or obligations, assess impact on financial flexibility.

Total Assets
Balance Sheet
+31.4%
$228.2M$299.8M

Asset base grew 31.4% — expansion through organic growth, acquisitions, or capital deployment.

LANGUAGE CHANGES
NEW — 2026-04-15
PRIOR — 2025-03-31
ADDED
as of June 30, 2025, the last business day of Sotherly Hotels Inc.
As of April 1, 2026, there were 100 shares of Sotherly Hotels Inc.
Auditor Firm ID: 677 Auditor Name: Cherry Bekaert LLP Auditor Location: Richmond, Virginia Auditor Firm ID: 686 Auditor Name: Forvis Mazars, LLP Auditor Location: Jacksonville, Florida 2 SOTHERLY HOTELS INC.
On February 12, 2026, the Company, KW Kingfisher LLC, a Delaware limited liability company ( Parent ), and Sparrows Nest LLC, a Maryland limited liability company ( Merger Sub ), completed the transactions (the Merger ) contemplated by the Agreement and Plan of Merger (the Merger Agreement ), dated as of October 24, 2025, by and among the Company, Parent and Merger Sub.
Defined terms used herein but not defined shall have the meaning set forth in the Merger Agreement.
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REMOVED
Common Stock, $0.01 par value SOHO The NASDAQ Stock Market LLC Sotherly Hotels Inc.
as of June 30, 2024, the last business day of Sotherly Hotels Inc.
As of March 15, 2025, there were 20,126,415 shares of Sotherly Hotels Inc.
s proxy statement for its 2025 annual meeting of stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this report (or information will be provided by amendment to this Form 10-K).
Auditor Firm Id: 686 Auditor Name: Forvis Mazars, LLP Auditor Location: Jacksonville, Florida 2 SOTHERLY HOTELS INC.
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