Sotherly Hotels Inc. 8-K

What Happened
Sotherly Hotels Inc. announced on Jan 22, 2026 that its stockholders approved the merger under the Agreement and Plan of Merger dated Oct 24, 2025 among the Company, Parent (KW Kingfisher LLC) and Merger Sub (Sparrows Nest LLC). The vote took place at a Special Meeting of Stockholders; a press release reporting the results was filed as Exhibit 99.1.

Key Details

• Record date: December 5, 2025 — 20,490,501 shares of common stock outstanding and entitled to vote.
• Shares present/represented: 12,032,916 (approximately 58.7% of outstanding).
• Merger Proposal vote: 11,803,072 For; 220,962 Against; 8,882 Abstentions; no broker non-votes.
• Advisory Compensation (non‑binding) vote: 11,511,515 For; 491,554 Against; 29,847 Abstentions.
• Adjournment vote: adjournment deemed unnecessary; vote tally 11,680,613 For; 327,173 Against; 25,130 Abstentions.
• Filing: Form 8‑K dated Jan 22, 2026 (Items 5.07 and 8.01); press release attached as Exhibit 99.1.

Why It Matters
Shareholder approval is a required step for the merger to proceed under the merger agreement. The affirmative votes (including approval of the advisory compensation matter) mean the transaction can move forward per the terms agreed Oct 24, 2025. Investors should watch for follow‑up filings and disclosures about closing timing, any regulatory approvals, and the merger’s impact on company ownership and financial reporting.