SEC Form SCHEDULE 13D filed by Sotherly Hotels Inc.

20 Huling Ave Memphis, Tennessee 38103

Not applicable.

No.

No.

KW Kingfisher is organized as a limited liability company under the laws of the State of Delaware.

The source of funds used to acquire the Issuer's Common Stock came from working capital of Parent and the Merger Sub, affiliates of Parent and the Merger Sub, and debt incurred in connection with the Merger completed on February 12, 2026. At the Effective Time of the Merger, the equity interests of Merger Sub outstanding immediately prior to the Effective Time were converted into 100 shares of Common Stock, which represents 100% of the Common Stock of the Issuer following the Merger.

On February 12, 2026, the Issuer, Parent and Merger Sub completed the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, at the closing, Merger Sub merged with and into the Issuer. Upon completion of the Merger, the Issuer survived as a wholly owned subsidiary of Parent (the "Merger," and such surviving entity, the "Surviving Company"), the separate existence of the Merger Sub ceased and Sotherly Hotels LP, a Delaware limited partnership (the "Operating Partnership"), became an indirect subsidiary of Parent. As contemplated by the Merger Agreement, the Articles of Merger were filed with the State Department of Assessments and Taxation of Maryland, and the Merger was effective at 8:45 am Eastern time on February 12, 2026 (the "Effective Time"). As a result of the Merger, in accordance with the terms and conditions of the Merger Agreement, at the Effective Time, each share of Common Stock issued and outstanding immediately before the Effective Time (other than Cancelled Shares (as defined in the Merger Agreement)) was automatically converted into the right to receive an amount in cash equal to $2.25 per share, without interest; (B) each share of the Issuer's 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") issued and outstanding immediately before the Effective Time was entitled to receive the Merger Consideration (as defined in the Merger Agreement) if the holder thereof elected to convert, subject to the terms and conditions contained in the Issuer's charter (including any articles supplementary) (the "Charter"), including the share cap as defined therein, their respective shares of Preferred Stock into Common Stock after the closing of the Merger; and (C) the Limited Partnership Interests held by the limited partners (other than the Issuer) were purchased by an affiliate of Parent for the same per share Merger Consideration that each share of Common Stock received pursuant to the Merger Agreement.

Following completion of the Merger described herein, KW Kingfisher may be deemed to beneficially own 100.00 shares of Common Stock of the Issuer. Such amount of beneficial ownership represents approximately 100% of the shares of Common Stock outstanding, based on 100 shares of Common Stock of the Issuer outstanding as of February 12, 2026, pursuant to the terms of the Merger completed on February 12, 2026.

Rows (7) through (10) of the cover page of this Schedule 13D is incorporated by reference herein.

Other than as described in this Schedule 13D, KW Kingfisher has not effected any transaction in the Issuer's securities in the last 60 days.

Not applicable.

Not applicable.

Item 4 of this Schedule 13D is incorporated herein by reference.

Agreement and Plan of Merger, by and among Sotherly Hotels Inc., KW Kingfisher LLC and Sparrows Nest LLC, filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 27, 2025, is incorporated herein by reference.