Sotherly Hotels Inc Series B Pfd 2025年度报告

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Sotherly Hotels Inc.Yes☒No☐Sotherly Hotels LPYes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).Sotherly Hotels Inc.Yes☒No☐Sotherly Hotels LPYes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. (See definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934).Sotherly Hotels Inc. Large Accelerated Filer☐Accelerated Filer☐Non-accelerated Filer☒Smaller Reporting Company☒Emerging growth company☐Sotherly Hotels LPLarge Accelerated Filer☐Accelerated Filer☐Non-accelerated Filer☒Smaller Reporting Company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.Sotherly Hotels Inc.Yes☐No☒Sotherly Hotels LPYes☐No☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Sotherly Hotels Inc.Yes☐No☒Sotherly Hotels LPYes☐No☒The aggregate market value of common stock held by non-affiliates of Sotherly Hotels Inc. as of June 30, 2025, the last business day of Sotherly Hotels Inc.’s most recently completed second fiscal quarter, was approximately $15,881,126based on the closing price quoted on the NASDAQ ® Stock Market.As of April 1, 2026, there were 100 shares of Sotherly Hotels Inc.’s common stock issued and outstanding.Auditor Firm ID: 677Auditor Name: Cherry Bekaert LLPAuditor Location: Richmond, VirginiaAuditor Firm ID: 686Auditor Name: Forvis Mazars, LLPAuditor Location: Jacksonville, Florida 3SOTHERLY HOTELS INC.SOTHERLY HOTELS LPINDEXPagePART IItem 1.Business7Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments41Item 1C.Cybersecurity41Item 2.Properties43Item 3.Legal Proceedings43Item 4.Mine Safety Disclosure43PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities44Item 6.[Reserved]46Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations47Item 7A.Quantitative and Qualitative Disclosures About Market Risk61Item 8.Financial Statements and Supplementary Data62Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure62Item 9A.Controls and Procedures63Item 9B.Other Information64Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections64PART IIIItem 10.Information about our Directors, Executive Officers and Corporate Governance65Item 11.Executive Compensation69Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters78Item 13.Certain Relationships and Related Transactions, and Director Independence80Item 14.Principal Accountant Fees and Services83PART IVItem 15.Exhibits and Financial Statement Schedules85 EXPLANATORY NOTE We refer to Sotherly Hotels Inc. as the “Company” or "Sotherly", Sotherly Hotels LP as the “Operating Partnership,” the Company’s common stock as “common stock,” the Company’spreferred stock as “preferred stock,” the Operating Partnership’s partnership interests as “partnership units,” and the Operating Partnership’s preferred interests as the “preferred units.” References to“we” and “our” mean the Company, its Operating Partnership and its subsidiaries and predecessors,