Sotherly Hotels Inc.

REIT - Hotel & Motel • Real Estate • Williamsburg, VA, United States • SOHON (NGM)

757 229 5648 306 South Henry Street, Suite 100, Williamsburg, VA 23185-4046, United States

Quarter: Q4 2025 Reported: November 17, 2025 Sentiment: Neutral

Sotherly Hotels Inc. is a self-managed and self-administered lodging REIT focused on the acquisition, renovation, upbranding and repositioning of upscale to upper-upscale full-service hotels in the Southern United States. Sotherly may also opportunistically acquire hotels throughout the United States. Currently, the Company's portfolio consists of investments in ten hotel properties, comprising 2,786 rooms, as well as interests in two condominium hotels and their associated rental programs. The Company owns hotels that operate under the Hilton Worldwide and Hyatt Hotels Corporation brands, as well as independent hotels. Sotherly Hotels Inc. was organized in 2004 and is headquartered in Williamsburg, Virginia.

Analysis Summary

The 2025 Annual Meeting of Stockholders for Sotherly Hotels Inc., held on November 17, 2025, saw several key matters put to a vote. Shareholders elected six directors for the ensuing year, with strong support for Maria L. Caldwell (8,261,062 votes For) and G. Scott Gibson IV (8,266,167 votes For), while David R. Folsom, Andrew M. Sims, and Gen. Anthony C. Zinni received more significant 'Votes Withheld' compared to others. The appointment of Cherry Bekaert LLP as the independent registered public accounting firm for fiscal year 2025 was overwhelmingly ratified with 14,678,788 shares in favor, 454,466 shares against, and 63,502 shares abstaining. An advisory vote on executive compensation passed with 6,825,607 shares in favor, despite 1,722,551 shares against and 22,874 shares abstaining, alongside 6,625,724 broker non-votes. Finally, regarding the frequency of future advisory votes on executive compensation, the majority of votes (6,353,023) favored an annual frequency, leading the Company to commit to holding these votes every year until the next frequency vote. This document is an 8-K filing detailing shareholder meeting results and does not contain financial performance data, strategic initiatives, market trends, or risk factors typically discussed in an earnings call.

Key Highlights

• Six directors were elected to the board for the ensuing year.
• Cherry Bekaert LLP was ratified as the independent registered public accounting firm for fiscal year 2025.
• An advisory vote on executive compensation passed with majority shareholder support.
• Shareholders voted in favor of holding future advisory votes on executive compensation annually.
• The Company committed to implementing annual advisory votes on executive compensation.
• Significant broker non-votes were observed across director elections and the executive compensation advisory vote.

Financial Metrics

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Stock Performance (90 Days)

Data through Dec 29, 2025

Layoff Events

Earnings Calls

Positive Signals

• Strong shareholder approval for auditor ratification (14.6M in favor).
• Majority support for all director nominees.
• Advisory approval of executive compensation.
• Company's commitment to implement annual compensation votes as per shareholder preference.

Risks & Concerns

— Significant 'Votes Withheld' for certain director nominees (e.g., David R. Folsom, Andrew M. Sims, Gen. Anthony C. Zinni) could indicate some shareholder dissatisfaction.
— A notable number of 'shares against' the advisory vote on executive compensation (1,722,551) suggests some dissent regarding current compensation practices.
— High volume of 'Broker Non-Votes' across several proposals indicates a portion of shares not actively participating in certain governance decisions.