Sotherly Hotels (SOHO) Proxy Filing summary

Executive summary

• Deferral of payment for Series B, C, and D Cumulative Redeemable Perpetual Preferred Stock dividends announced, with the November 20, 2025 payment and October 31, 2025 record date canceled.

• Suspension of all future preferred stock dividends communicated to shareholders.

• A proposed transaction is under consideration, with a proxy statement to be filed and a special meeting of shareholders to be called for voting.

• Forward-looking statements highlight risks and uncertainties related to the proposed transaction, including completion risks, integration challenges, and market conditions.

Voting matters and shareholder proposals

• Shareholders will receive a proxy statement and proxy card to vote on the proposed transaction at a special meeting.

• Investors are urged to read the proxy statement and related materials when available, as they will contain important information about the transaction.

Board of directors and corporate governance

• Directors and certain executive officers may be deemed participants in the solicitation of proxies for the proposed transaction.

• Information about directors, executive officers, and their interests is available in the 2025 annual meeting proxy statement.