Material Event Form 8 K

Item 8.01 Other Events.

As previously disclosed in a Form 12b-25 Notification of Late Filing (the "Form 12b-25") filed on May 16, 2024 and a Form 12b-25 filed on August 12, 2024 by Sotherly Hotels Inc., a Maryland corporation (the "Company"), and Sotherly Hotels LP (the "Partnership"), a Delaware limited partnership of which the Company is the sole general partner (each a "Registrant," and together, the "Registrants"), the Registrants were delayed in filing their Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 (the "1Q24 Form 10-Q") and June 30, 2024 (the "2Q24 Form 10-Q"), respectively, with the U.S. Securities and Exchange Commission.

The Registrants have concluded their evaluation of the presentation of the preferred units on the balance sheet of the Partnership as permanent equity, rather than as temporary equity (mezzanine), and have concluded that no changes to the presentation were required. On November 5, 2024, the Registrants filed their 1Q24 Form 10-Q. While the Company can provide no assurances as to timing, the Company will continue to work diligently to complete and file the 2Q24 Form 10-Q as soon as practicable.

The Nasdaq Stock Market LLC ("Nasdaq") has granted the Registrants an exception until November 18, 2024 to file their delinquent Form 10-Qs. The Registrants believe they will meet this deadline and regain compliance with the relevant Nasdaq Listing Rules.