SOTHERLY HOTELS LP

Wholly-Owned Properties · Rooms · 2025 · 2025 · 2025 · 2024 · 2024 · 2024 · 2023 · 2023 · 2023

The DeSoto, Savannah, Georgia · 246 · 67.9 · 207.62 · 141.05 · 72.4 · 209.24 · 151.51 · 69.2 · 211.26 · 146.23

DoubleTree by Hilton Jacksonville Riverfront, Jacksonville, Florida · 293 · 63.7 · 136.69 · 87.12 · 67.7 · 140.85 · 95.29 · 70.0 · 148.42 · 103.90

DoubleTree by Hilton Laurel, Laurel, Maryland · 208 · 61.4 · 123.34 · 75.72 · 57.1 · 128.94 · 73.67 · 57.8 · 127.29 · 73.55

DoubleTree by Hilton Philadelphia Airport, Philadelphia, Pennsylvania · 331 · 66.1 · 131.98 · 87.17 · 64.7 · 139.27 · 90.15 · 61.7 · 141.15 · 87.13

DoubleTree Resort by Hilton Hollywood Beach, Hollywood, Florida · 311 · 67.5 · 190.35 · 128.52 · 67.9 · 187.58 · 127.35 · 59.9 · 201.48 · 120.70

Georgian Terrace, Atlanta, Georgia · 326 · 54.6 · 183.57 · 100.32 · 57.8 · 177.93 · 102.85 · 52.2 · 194.12 · 101.33

Hotel Alba Tampa, Tapestry Collection by Hilton, Tampa, Florida · 222 · 73.1 · 178.06 · 130.22 · 78.1 · 175.16 · 136.76 · 77.8 · 177.00 · 137.75

Hotel Ballast Wilmington, Tapestry Collection by Hilton, Wilmington, North Carolina · 272 · 71.7 · 187.39 · 134.40 · 72.3 · 185.96 · 134.46 · 69.2 · 186.91 · 129.39

Hyatt Centric Arlington, Arlington, Virginia · 318 · 73.3 · 204.11 · 149.54 · 77.0 · 209.44 · 161.35 · 74.5 · 207.98 · 154.99

The Whitehall, Houston, Texas · 259 · 59.4 · 148.86 · 88.43 · 59.4 · 153.50 · 91.21 · 44.1 · 159.13 · 70.25

Wholly-Owned Properties Total · 2,786

Condominium Hotels

Lyfe Resort & Residences · 47 · (1) · 58.5 · 281.76 · 164.73 · (1) · 60.7 · 297.70 · 180.77 · (1) · 51.9 · 345.39 · 179.23

Hyde Beach House Resort & Residences · 65 · (1) · 62.1 · 267.09 · 165.85 · (1) · 62.6 · 271.51 · 169.89 · (1) · 46.4 · 305.56 · 141.93

Total Hotel & Participating Condominium Hotel Rooms · 2,898

We own the hotel commercial unit and operate a rental program. Reflects only those condominium units that were participating in the rental program as of December 31, 2025. At any given time, some portion of the units participating in our rental program may be occupied by the unit owners and unavailable for rent to hotel guests. We sometimes refer to each participating condominium unit as a “room.”

• Raleigh Hotel Associates, LLC Delaware³
• SOHO Arlington LLC Delaware³
• SOHO Arlington TRS LLC Delaware³
• SOHO Atlanta LLC Delaware³
• SOHO Atlanta TRS, LLC Delaware³
• SOHO Houston Beverage LLC Delaware³
• SOHO ICW Resort COA LLC Delaware³
• SOHO ICW Resort Owner LLC Delaware³
• SOHO ICW Resort TRS LLC Delaware³
• SOHO Jacksonville TRS LLC Delaware³
• SOHO Laurel TRS LLC Delaware³
• SOHO Ocean Resort Owner LLC Delaware³
• SOHO Ocean Resort Services TRS LLC Delaware³
• SOHO Ocean Resort TRS LLC Delaware³
• SOHO Savannah TRS LLC Delaware³
• SOHO Tampa TRS LLC Delaware³
• SOHO Wilmington LLC Delaware³
• Savannah Hotel Associates LLC Virginia³
• Sotherly Hotels LP Delaware³
• Sotherly Hotels Mezz LLC Delaware³
• Sotherly Hotels Mortgage Pledgor, LLC Delaware³
• Sotherly Hotels Owner, LLC Delaware³
• Sotherly-Houston GP LLC Delaware³
• Tampa Hotel Associates, LLC Delaware³

• We do not have the authority to require any hotel to be operated in a particular manner or to govern any particular aspect of the daily operations of any hotel and as a result, our returns are dependent on the management of our hotels by our hotel management company.
• Our ability to make distributions to the Company’s stockholders is subject to fluctuations in our financial performance, operating results and capital improvement requirements.
• Geographic concentration of our hotels makes our business vulnerable to economic downturns in the mid-Atlantic and southern United States.
• A substantial number of our hotels operate under brands owned by Hilton Worldwide Holdings, Inc.("Hilton"); therefore, we are subject to risks associated with concentrating our portfolio in one brand. We also own a hotel operated under the brand owned by Hyatt Hotels Corporation ("Hyatt").
• Our ground lease for the Hyatt Centric Arlington may constrain us from acting in the best interest of stockholders or require us to make certain payments.
• Hedging against interest rate exposure may adversely affect us and our hedges may fail to protect us from the losses that the hedges were designed to offset.
• Our investment opportunities and growth prospects may be affected by competition for acquisitions.
• If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, the Company’s stockholders could lose confidence in our financial results, which could harm our business and the value of the Company’s shares.
• We and our hotel manager rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
• We face possible risks associated with natural disasters and the physical effects of climate change.
• Our investments and business activities are restricted by the applicable REIT laws.
• If the economy falls into a recessionary period or fails to maintain positive growth, our operating performance and financial results may be harmed by declines in occupancy, average daily room rates and/or other operating revenues.
• Our ability to comply with the terms of our loan covenants, our ability to make distributions to the Company’s stockholders and the value of our hotels in general, may be adversely affected by factors in the lodging industry.
• Operating Risks
• Seasonality of the Hotel Business
• Investment Concentration in Particular Segments of a Single Industry
• Capital Expenditures
• Operating our hotels under franchise agreements could increase our operating costs and lower our net income.
• Restrictive covenants in certain of our franchise agreements contain provisions that may operate to limit our ability to sell or refinance our hotels, which could have a material adverse effect on us.
• Hotel re-development is subject to timing, budgeting and other risks that would increase our operating costs and limit our ability to make distributions to stockholders.
• The hotel business is capital intensive and our inability to obtain financing could limit our growth.
• Uninsured and underinsured losses could adversely affect our operating results and our ability to make distributions to the Company’s stockholders.
• Noncompliance with government regulations could adversely affect our operating results.
• Environmental Matters
• Americans with Disabilities Act and Other Changes in Governmental Rules and Regulations
• Our hotels may be subject to unknown or contingent liabilities which could cause us to incur substantial costs.
• Future terrorist activities may adversely affect, and create uncertainty in, our business.
• We face risks related to pandemic diseases, which could materially and adversely affect travel and result in reduced demand for our hotels.
• Heightened focus on corporate responsibility, specifically related to ESG practices, may impose additional costs and expose the Company to new risks.
• Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
• Future acquisitions may not yield the returns expected, may result in disruptions to our business, may strain management resources and may result in stockholder dilution.
• Our hotels may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.
• Increases in property taxes or insurance costs would increase our operating costs, reduce our income and adversely affect our ability to make distributions to the Company’s stockholders.
• Risks Related to Our Debt
• We have substantial financial leverage, which could adversely affect our business, liquidity and results of operations.
• We must comply with financial covenants in our Senior and Mezzanine loan agreements, and failure to comply with these covenants could result in defaults, acceleration of indebtedness, and loss of assets.
• Our existing mortgage loan agreement contains, and mortgage loan agreements we may enter into in the future may contain, "cash trap" provisions that could limit our ability to make distributions to our stockholders.
• Our borrowing costs are sensitive to fluctuations in interest rates and credit market conditions
• Our ability to effect a merger or other business combination transaction may be restricted by our Operating Partnership agreement.
• Provisions of the Company’s charter may limit the ability of a third party to acquire control of the Company.
• Aggregate Share Ownership Limits
• Authority to Issue Stock
• Provisions of Maryland law may limit the ability of a third party to acquire control of the Company.
• Our ownership limitations may restrict or prevent you from engaging in certain transfers of the Company’s preferred stock.[2]
• Holders of our outstanding preferred shares have dividend, liquidation and other rights that are senior to the rights of the holders of our common shares.
• The change of control conversion and redemption features of the Company’s preferred stock may make it more difficult for a party to take over our Company or discourage a party from taking over our Company.
• Our organizational documents have no limitation on the amount of indebtedness we may incur. As a result, we may become highly leveraged in the future, which could materially and adversely affect us.
• The board of directors’ revocation of the Company’s REIT status without stockholder approval may decrease the Company’s stockholders’ total return.
• The ability of the Company’s board of directors to change the Company’s major corporate policies may not be in your best interest.
• Our success depends on key personnel whose continued service is not guaranteed.
• Conflicts of interest could result in our officers and directors acting in a manner other than in the best interests of holders of our outstanding preferred stock.
• There can be no assurance that provisions in our bylaws will always be successful in mitigating conflicts of interest.
• Federal Income Tax Risks Related to the Company’s Status as a REIT
• The federal income tax laws governing REITs are complex.
• Failure to make distributions could subject the Company to tax.
• Failure to qualify as a REIT would subject the Company to federal income tax.
• Failure to qualify as a REIT may cause the Company to reduce or eliminate distributions to its stockholders, and the Company may face increased difficulty in raising capital or obtaining financing.
• If MHI Holding exceeds certain value thresholds, this could cause the Company to fail to qualify as a REIT.
• The Company’s transactions with MHI Holding may cause it to be subject to a 100% excise tax on certain income or deductions if such transactions are not conducted on arm’s-length terms.
• Even if the Company remains qualified as a REIT, it may face other tax liabilities that reduce its cash flow.
• Complying with REIT requirements may cause the Company to forgo attractive opportunities that could otherwise generate strong risk-adjusted returns and instead pursue less attractive opportunities, or none at all.
• Complying with REIT requirements may force the Company to liquidate otherwise attractive investments, which could result in an overall loss on its investments.
• If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, the Company could cease to qualify as a REIT and suffer other adverse consequences.
• The Company’s failure to qualify as a REIT would have serious adverse consequences to its stockholders.
• If MHI Holding does not qualify as a TRS, or if the Company’s hotel manager does not qualify as an “eligible independent contractor,” the Company would fail to qualify as a REIT and would be subject to higher taxes and have less cash available for distribution to its stockholders.
• Foreign investors may be subject to U.S. tax on the disposition of the Company’s stock if the Company does not qualify as a “domestically controlled” REIT.
• If the leases between the Operating Partnership and the TRS Lessees are recharacterized, the Company may fail to qualify as a REIT.
• MHI Holding increases our overall tax liability.