Sotherly Hotels Inc. Merger Agreement with KW Kingfisher LLC

On October 24, 2025, Sotherly Hotels Inc. entered into an Agreement and Plan of Merger with KW Kingfisher LLC and Sparrows Nest LLC. The merger involves Sparrows Nest LLC merging with and into Sotherly Hotels Inc., with Sotherly Hotels Inc. continuing as the surviving entity. The merger was unanimously approved by the board of directors of Sotherly Hotels Inc. and the Special Committee of the Company Board. Upon completion of the merger, each share of Sotherly Hotels Inc. common stock will be converted into the right to receive $2.25 in cash, without interest. The merger is subject to customary closing conditions, including the approval by the holders of a majority of the outstanding shares of Sotherly Hotels Inc. common stock. The merger is expected to be consummated in the first calendar year quarter of 2026. The merger agreement also includes provisions for the treatment of preferred stock, equity awards, and other related matters.