Sotherly Hotels (SOHO) Proxy Filing summary

Executive summary

• Stockholders are asked to vote on a merger where each common share will be converted into $2.25 in cash, representing a 153% premium over the pre-announcement share price, with the company becoming a wholly owned subsidiary of the acquirer.

• The board, following a special committee's recommendation, unanimously determined the merger is fair and in the best interests of stockholders, and recommends voting in favor.

• The merger is expected to close in the first quarter of 2026, subject to stockholder approval and other customary conditions.

• If the merger is completed, common shares will be delisted from NASDAQ, and the company will no longer be publicly traded.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: approval of the merger, a non-binding advisory vote on executive compensation related to the merger, and approval of any adjournment of the special meeting if needed.

• Approval of the merger requires a majority of all outstanding common shares; failure to vote or abstentions count as votes against.

• Only common stockholders as of the record date may vote; preferred stockholders and OP unit holders are not entitled to vote.

• The board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The merger process was overseen by a special committee of independent directors, which conducted a market check and negotiated terms.

• The board and special committee considered alternatives and determined the merger was the best available option.

• The merger agreement includes customary representations, warranties, and covenants by both parties.