Sotherly Hotels (SOHO) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement for acquisition by a joint venture led by Kemmons Wilson Hospitality Partners and Ascendant Capital Partners, with all outstanding common shares to be acquired for $2.25 per share in cash, representing a 152.7% premium to the last closing price and the highest premium for a public REIT in five years.

• The merger was unanimously approved by the board and a special committee of independent directors, with the transaction expected to close in Q1 2026, subject to shareholder approval and customary conditions.

• Preferred stockholders may elect to convert their shares to common stock to receive the merger consideration; otherwise, preferred shares remain outstanding under existing terms.

• The company will file a proxy statement and other relevant materials with the SEC, and a special meeting of shareholders will be convened to vote on the transaction.

Voting matters and shareholder proposals

• Shareholders will vote on the approval of the merger agreement at a special meeting, with the board recommending a vote in favor.

• The proxy statement will provide detailed information on the transaction, participants in the solicitation, and the interests of directors and executive officers.

Board of directors and corporate governance

• The board and special committee, advised by independent financial and legal advisors, unanimously approved the merger.

• Chairman Andrew Sims, a major shareholder, has agreed to vote all his shares in favor of the merger.