SOTHERLY HOTELS INC., 10-K filed on 4/15/2026
Annual Report
v3.26.1
Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Apr. 01, 2026
Jun. 30, 2025
Document Information [Line Items]        
Document Type 10-K      
Amendment Flag false      
Document Period End Date Dec. 31, 2025      
Document Fiscal Year Focus 2025      
Document Fiscal Period Focus FY      
Document Annual Report true      
Document Transition Report false      
Entity Registrant Name SOTHERLY HOTELS INC.      
Entity Central Index Key 0001301236      
Current Fiscal Year End Date --12-31      
Entity Well-known Seasoned Issuer No      
Entity Current Reporting Status Yes      
Entity Voluntary Filers No      
Entity Interactive Data Current Yes      
Entity Filer Category Non-accelerated Filer      
Entity Emerging Growth Company false      
Entity Small Business true      
ICFR Auditor Attestation Flag false      
Entity Shell Company false      
Entity Incorporation, State or Country Code MD      
Entity File Number 001-32379      
Entity Tax Identification Number 20-1531029      
Entity Address, Address Line One 20 Huling Avenue      
Entity Address, City or Town Memphis      
Entity Address, State or Province TN      
Entity Address, Postal Zip Code 38103      
City Area Code 901      
Local Phone Number 346-8800      
Entity Common Stock, Shares Outstanding     100  
Entity Public Float       $ 15,881,126
Auditor Firm ID 677 686    
Auditor Name Cherry Bekaert LLP Forvis Mazars, LLP    
Auditor Location Richmond, Virginia Jacksonville, Florida    
Auditor Opinion

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Sotherly Hotels Inc. and subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated statements of operations, changes in equity, and cash flows for the year ended December 31, 2025, and the related notes and schedule III (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Sotherly Hotels Inc. and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes and financial statement Schedule III (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Sotherly Hotels LP and subsidiaries (the “Partnership”) as of December 31, 2025, and the related consolidated statements of operations, changes in partners’ capital, and cash flows for the year ended December 31, 2025, and the related notes and schedule III (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Sotherly Hotels LP and subsidiaries (the “Partnership”) as of December 31, 2024, the related consolidated statements of operations, changes in partners’ capital, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes and financial statement Schedule III (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

      
Document Financial Statement Error Correction [Flag] false      
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]        
Document Information [Line Items]        
Title of each class 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value      
Trading Symbol SOHOB      
Name of each exchange on which registered NASDAQ      
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]        
Document Information [Line Items]        
Title of each class 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value      
Trading Symbol SOHOO      
Name of each exchange on which registered NASDAQ      
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]        
Document Information [Line Items]        
Title of each class 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value      
Trading Symbol SOHON      
Name of each exchange on which registered NASDAQ      
Sotherly Hotels LP [Member]        
Document Information [Line Items]        
Document Type 10-K      
Amendment Flag false      
Document Period End Date Dec. 31, 2025      
Document Fiscal Year Focus 2025      
Document Fiscal Period Focus FY      
Document Annual Report true      
Document Transition Report false      
Entity Registrant Name SOTHERLY HOTELS LP      
Entity Central Index Key 0001301236      
Current Fiscal Year End Date --12-31      
Entity Well-known Seasoned Issuer No      
Entity Current Reporting Status Yes      
Entity Voluntary Filers No      
Entity Interactive Data Current Yes      
Entity Filer Category Non-accelerated Filer      
Entity Emerging Growth Company false      
Entity Small Business false      
ICFR Auditor Attestation Flag false      
Entity Shell Company false      
Entity Incorporation, State or Country Code DE      
Entity File Number 001-36091      
Entity Tax Identification Number 20-1965427      
Entity Address, Address Line One 20 Huling Avenue      
Entity Address, City or Town Memphis      
Entity Address, State or Province TN      
Entity Address, Postal Zip Code 38103      
City Area Code 901      
Local Phone Number 346-8800      
v3.26.1
Consolidated Balance Sheets - USD ($)
Dec. 31, 2025
Dec. 31, 2024
ASSETS    
Investment in hotel properties, net $ 364,098,439 $ 372,376,626
Investment in hotel properties held for sale 2,271,491 0
Cash and cash equivalents 7,010,604 7,327,880
Restricted cash 21,507,832 21,382,595
Accounts receivable, net 4,847,249 4,669,763
Insurance receivable 2,600,458 2,855,593
Prepaid expenses, inventory and other assets 5,577,746 5,763,463
TOTAL ASSETS 407,913,819 414,375,920
LIABILITIES    
Mortgage loans, net 315,199,862 316,516,148
Unsecured notes 0 658,766
Line of credit 7,500,000  
Finance lease liabilities 24,003,378 23,201,751
Accounts payable and accrued liabilities 25,172,557 26,577,504
Advance deposits 3,694,735 3,734,825
Dividends and distributions payable 4,082,472 2,088,160
TOTAL LIABILITIES 379,653,004 372,777,154
Commitments and contingencies
Sotherly Hotels Inc. stockholders’ equity    
Common stock, par value $0.01, 69,000,000 shares authorized, 20,490,501 shares issued and outstanding at September 30, 2025 and 19,849,165 shares issued and outstanding at December 31, 2024. 204,905 198,492
Additional paid-in capital 173,382,413 175,372,798
Unearned ESOP shares 0 (862,107)
Distributions in excess of retained earnings (145,365,837) (131,695,891)
Total Sotherly Hotels Inc. stockholders’ equity 28,261,214 43,053,025
Noncontrolling interest (399) (1,454,259)
TOTAL EQUITY 28,260,815 41,598,766
TOTAL LIABILITIES AND EQUITY 407,913,819 414,375,920
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]    
Sotherly Hotels Inc. stockholders’ equity    
Preferred stock, $0.01 par value, 11,000,000 shares authorized: 14,641 14,641
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]    
Sotherly Hotels Inc. stockholders’ equity    
Preferred stock, $0.01 par value, 11,000,000 shares authorized: 13,461 13,461
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]    
Sotherly Hotels Inc. stockholders’ equity    
Preferred stock, $0.01 par value, 11,000,000 shares authorized: 11,631 11,631
Sotherly Hotels LP [Member]    
ASSETS    
Investment in hotel properties, net 364,098,439 372,376,626
Investment in hotel properties held for sale 2,271,491 0
Cash and cash equivalents 7,010,604 7,327,880
Restricted cash 21,507,832 21,382,595
Accounts receivable, net 4,847,249 4,669,763
Insurance receivable 2,600,458 2,855,593
Loan receivable - affiliate 0 807,160
Prepaid expenses, inventory and other assets 5,577,746 5,763,463
TOTAL ASSETS 407,913,819 415,183,080
LIABILITIES    
Mortgage loans, net 315,199,862 316,516,148
Unsecured notes 0 658,766
Line of credit 7,500,000 0
Finance lease liabilities 24,003,378 23,201,751
Accounts payable and accrued liabilities 25,172,557 26,577,504
Advance deposits 3,694,735 3,734,825
Dividends and distributions payable 4,082,472 2,088,160
TOTAL LIABILITIES 379,653,004 372,777,154
Commitments and contingencies
PARTNERS' CAPITAL    
General Partner: 209,517 units and 206,744 units issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. (377,946) (234,736)
Limited Partners: 20,281,084 units and 20,006,607 units issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. (64,782,004) (50,780,103)
TOTAL PARTNERS' CAPITAL 28,260,815 42,405,926
Sotherly Hotels Inc. stockholders’ equity    
TOTAL LIABILITIES AND EQUITY 407,913,819 415,183,080
Sotherly Hotels LP [Member] | 8.0% Series B Cumulative Redeemable Perpetual Preferred Units [Member]    
PARTNERS' CAPITAL    
Preferred units, 11,000,000 units authorized; 34,344,086 34,344,086
Sotherly Hotels LP [Member] | 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]    
PARTNERS' CAPITAL    
Preferred units, 11,000,000 units authorized; 31,571,778 31,571,778
Sotherly Hotels LP [Member] | 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]    
PARTNERS' CAPITAL    
Preferred units, 11,000,000 units authorized; $ 27,504,901 $ 27,504,901
v3.26.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Preferred stock, shares authorized 11,000,000 11,000,000
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 69,000,000 69,000,000
Common stock, shares issued 20,490,501 19,849,165
Common stock, shares outstanding 20,490,501 19,849,165
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 11,000,000 11,000,000
Preferred stock, dividend rate percentage 8.00% 8.00%
Preferred stock, shares issued 1,464,100 1,464,100
Preferred stock, shares outstanding 1,464,100 1,464,100
Preferred stock, aggregate liquidation preference $ 45,387,100 $ 44,655,050
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 11,000,000 11,000,000
Preferred stock, dividend rate percentage 7.875% 7.875%
Preferred stock, shares issued 1,346,110 1,346,110
Preferred stock, shares outstanding 1,346,110 1,346,110
Preferred stock, aggregate liquidation preference $ 41,603,220 $ 40,940,681
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 11,000,000 11,000,000
Preferred stock, dividend rate percentage 8.25% 8.25%
Preferred stock, shares issued 1,163,100 1,163,100
Preferred stock, shares outstanding 1,163,100 1,163,100
Preferred stock, aggregate liquidation preference $ 36,274,181 $ 35,674,458
Sotherly Hotels LP [Member]    
General Partner, units issued 209,517 206,744
General Partner, units outstanding 209,517 206,744
Limited Partner, units issued 20,281,084 20,006,607
Limited Partner, units outstanding 20,281,084 20,006,607
Sotherly Hotels LP [Member] | 8.0% Series B Cumulative Redeemable Perpetual Preferred Units [Member]    
Preferred units, authorized 11,000,000 11,000,000
Preferred units, dividend rate percentage 8.00% 8.00%
Preferred units, issued 1,464,100 1,464,100
Preferred units, outstanding 1,464,100 1,464,100
Preferred units, aggregate liquidation preference $ 45,387,100 $ 44,655,050
Sotherly Hotels LP [Member] | 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred units, authorized 11,000,000 11,000,000
Preferred units, dividend rate percentage 7.875% 7.875%
Preferred units, issued 1,346,110 1,346,110
Preferred units, outstanding 1,346,110 1,346,110
Preferred units, aggregate liquidation preference $ 41,603,220 $ 40,940,681
Sotherly Hotels LP [Member] | 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred units, authorized 11,000,000 11,000,000
Preferred units, dividend rate percentage 8.25% 8.25%
Preferred units, issued 1,163,100 1,163,100
Preferred units, outstanding 1,163,100 1,163,100
Preferred units, aggregate liquidation preference $ 36,274,181 $ 35,674,458
v3.26.1
Consolidated Statements of Operations - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
REVENUE      
Total revenue $ 176,387,228 $ 181,894,287 $ 173,838,057
Hotel operating expenses      
Total hotel operating expenses 133,935,434 135,081,459 129,050,356
Depreciation and amortization 19,658,902 19,380,906 18,788,748
Impairment of investment in hotel properties held for sale 1,310,308    
Gain on disposal of assets   (4,400) (4,700)
Corporate general and administrative 8,786,311 6,788,460 7,078,222
Total operating expenses 163,690,955 161,246,425 154,912,626
NET OPERATING INCOME 12,696,273 20,647,862 18,925,431
Other income (expense)      
Interest expense (24,799,871) (20,882,681) (17,588,091)
Interest income 252,961 692,756 802,183
Other income 467,599 489,267 456,388
Loss on early extinguishment of debt (463,195) (241,878)  
Realized gain on hedging activities   1,041,994  
Unrealized gain (loss) on hedging activities 131,803 (937,783) (737,682)
PPP loan forgiveness     275,494
Net gain on involuntary conversion of assets 3,985,417 502,808 1,371,041
Net (loss) income before income taxes (7,729,013) 1,312,345 3,504,764
Income tax (expense) benefit (50,120) (132,491) 304,947
Net (loss) income (7,779,133) 1,179,854 3,809,711
Add: Net loss attributable to noncontrolling interest 92,124 122,515 131,710
Net (loss) income attributable to the Company (7,687,009) 1,302,369 3,941,421
Undeclared distributions to preferred stockholders (7,977,251) (7,977,250) (7,977,250)
Net loss attributable to common stockholders $ (15,664,260) $ (6,674,881) $ (4,035,829)
Net loss per share attributable to common stockholders:/general and limited partner unit:      
Basic $ (0.77) $ (0.34) $ (0.22)
Diluted $ (0.77) $ (0.34) $ (0.22)
Weighted average number of common shares/general and limited partner units outstanding      
Basic 20,247,077 19,417,448 18,843,032
Diluted 20,247,077 19,417,448 18,843,032
Sotherly Hotels LP [Member]      
REVENUE      
Total revenue $ 176,387,228 $ 181,894,287 $ 173,838,057
Hotel operating expenses      
Total hotel operating expenses 133,935,434 135,081,459 129,050,356
Depreciation and amortization 19,658,902 19,380,906 18,788,748
Impairment of investment in hotel properties held for sale 1,310,308    
Gain on disposal of assets   (4,400) (4,700)
Corporate general and administrative 8,786,311 6,788,460 7,078,222
Total operating expenses 163,690,955 161,246,425 154,912,626
NET OPERATING INCOME 12,696,273 20,647,862 18,925,431
Other income (expense)      
Interest expense (24,799,871) (20,882,681) (17,588,091)
Interest income 252,961 692,756 802,183
Other income 467,599 489,267 456,388
Loss on early extinguishment of debt (463,195) (241,878)  
Realized gain on hedging activities   1,041,994  
Unrealized gain (loss) on hedging activities 131,803 (937,783) (737,682)
PPP loan forgiveness     275,494
Net gain on involuntary conversion of assets 3,985,417 502,808 1,371,041
Net (loss) income before income taxes (7,729,013) 1,312,345 3,504,764
Income tax (expense) benefit (50,120) (132,491) 304,947
Net (loss) income (7,779,133) 1,179,854 3,809,711
Undeclared distributions to preferred stockholders (7,977,251) (7,977,250) (7,977,250)
Net loss attributable to general and limited partnership unit holders $ (15,756,384) $ (6,797,396) $ (4,167,539)
Net loss per share attributable to common stockholders:/general and limited partner unit:      
Basic $ (0.77) $ (0.34) $ (0.21)
Diluted $ (0.77) $ (0.34) $ (0.21)
Weighted average number of common shares/general and limited partner units outstanding      
Basic 20,384,444 19,997,274 19,808,602
Diluted 20,384,444 19,997,274 19,808,602
Rooms Department [Member]      
REVENUE      
Total revenue $ 114,400,434 $ 119,079,903 $ 114,748,834
Hotel operating expenses      
Total hotel operating expenses 26,732,018 27,376,330 26,177,539
Rooms Department [Member] | Sotherly Hotels LP [Member]      
REVENUE      
Total revenue 114,400,434 119,079,903 114,748,834
Hotel operating expenses      
Total hotel operating expenses 26,732,018 27,376,330 26,177,539
Food and Beverage Department [Member]      
REVENUE      
Total revenue 36,458,606 36,626,906 35,231,959
Hotel operating expenses      
Total hotel operating expenses 25,606,512 25,429,218 24,211,133
Food and Beverage Department [Member] | Sotherly Hotels LP [Member]      
REVENUE      
Total revenue 36,458,606 36,626,906 35,231,959
Hotel operating expenses      
Total hotel operating expenses 25,606,512 25,429,218 24,211,133
Other Operating Departments [Member]      
REVENUE      
Total revenue 25,528,188 26,187,478 23,857,264
Hotel operating expenses      
Total hotel operating expenses 9,184,742 9,428,889 9,031,960
Other Operating Departments [Member] | Sotherly Hotels LP [Member]      
REVENUE      
Total revenue 25,528,188 26,187,478 23,857,264
Hotel operating expenses      
Total hotel operating expenses 9,184,742 9,428,889 9,031,960
Indirect [Member]      
Hotel operating expenses      
Total hotel operating expenses 72,412,162 72,847,022 69,629,724
Indirect [Member] | Sotherly Hotels LP [Member]      
Hotel operating expenses      
Total hotel operating expenses $ 72,412,162 $ 72,847,022 $ 69,629,724
v3.26.1
Consolidated Statements of Changes in Equity - USD ($)
Total
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Unearned ESOP Shares [Member]
Distributions in Excess of Retained Earnings [Member]
Noncontrolling Interest [Member]
Balances, beginning at Dec. 31, 2022 $ 51,520,723 $ 39,733 $ 189,515 $ 175,611,370 $ (2,601,134) $ (120,985,183) $ (733,578)
Balances, shares, beginning at Dec. 31, 2022   3,973,310 18,951,525        
Net income (loss) 3,809,711         3,941,421 (131,710)
Issuance of common stock 225,386   $ 2,843 222,543      
Issuance of common stock, shares     284,278        
Conversion of units in Operating partnership to shares of common stock (0)   $ 4,610 461,846     (466,456)
Conversion of units in Operating Partnership to shares of common stock, shares     461,002        
Amortization of ESOP shares 171,897     (664,730) 836,627    
Amortization of restricted stock awards 148,193     148,193      
Common stockholders' dividends and distributions declared (7,977,251)         (7,977,251)  
Balances, ending at Dec. 31, 2023 47,898,659 $ 39,733 $ 196,968 175,779,222 (1,764,507) (125,021,013) (1,331,744)
Balances, shares, ending at Dec. 31, 2023   3,973,310 19,696,805        
Net income (loss) 1,179,854         1,302,369 (122,515)
Issuance of common stock 204,924   $ 1,524 203,400      
Issuance of common stock, shares     152,360        
Amortization of ESOP shares 125,495     (776,905) 902,400    
Amortization of restricted stock awards 167,081     167,081      
Common stockholders' dividends and distributions declared (7,977,247)         (7,977,247)  
Balances, ending at Dec. 31, 2024 41,598,766 $ 39,733 $ 198,492 175,372,798 (862,107) (131,695,891) (1,454,259)
Balances, shares, ending at Dec. 31, 2024   3,973,310 19,849,165        
Net income (loss) (7,779,133)         (7,687,009) (92,124)
Issuance of common stock 263,388   $ 2,773 260,615      
Issuance of common stock, shares     277,250        
Conversion of units in Operating partnership to shares of common stock     $ 3,640 (1,549,624)     1,545,984
Conversion of units in Operating Partnership to shares of common stock, shares     364,086        
Amortization of ESOP shares 79,038     (783,069) 862,107    
Amortization of restricted stock awards 81,693     81,693      
Common stockholders' dividends and distributions declared (5,982,937)         (5,982,937)  
Balances, ending at Dec. 31, 2025 $ 28,260,815 $ 39,733 $ 204,905 $ 173,382,413 $ (0) $ (145,365,837) $ (399)
Balances, shares, ending at Dec. 31, 2025   3,973,310 20,490,501        
v3.26.1
Consolidated Statements of Cash Flows
 12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Cash flows from operating activities:      
Net (loss) income $ (7,779,133) $ 1,179,854 $ 3,809,711
Adjustments to reconcile net (loss) income to net cash provided by operating activities:      
Depreciation and amortization 19,658,902 19,380,906 18,788,748
Impairment of investment in hotel properties held for sale 1,310,308    
Amortization of deferred financing costs 1,655,153 745,409 598,237
Amortization of deferred lease expense 27,988 423,382  
Amortization of mortgage premium (18,203) (24,681) (24,681)
Amortization of finance lease liabilities 830,372 536,758  
Net gain on involuntary conversion of assets (3,985,417) (502,808) (1,371,041)
Unrealized and realized (gain) loss on hedging activities (131,803) 937,783 737,682
Gain on disposal of assets   (4,400) (4,700)
Loss on early extinguishment of debt 43,294 241,878  
PPP loan forgiveness     (275,494)
ESOP and stock / unit - based compensation 424,117 497,500 559,220
Changes in assets and liabilities:      
Accounts receivable, net (177,486) 1,275,961 (42,453)
Insurance receivable 255,135 (2,855,593)  
Prepaid expenses, inventory and other assets (534,675) 429,109 1,824,607
Accounts payable and other accrued liabilities (1,223,397) 2,508,244 (3,581,342)
Advance deposits (40,090) 1,119,844 381,968
Net cash provided by operating activities 10,315,065 25,889,146 21,400,462
Cash flows from investing activities:      
Improvements and additions to hotel properties (14,909,318) (14,648,934) (8,181,496)
Proceeds from involuntary conversion 4,170,429 502,808 1,312,675
Proceeds from sale of assets   4,400 141,952
Net cash used in investing activities (10,738,889) (14,141,726) (6,726,869)
Cash flows from financing activities:      
Proceeds from mortgage loans 42,000,000 66,250,000 2,715,833
Proceeds of line of credit 7,500,000    
Redemption of interest rate swap   965,000  
Payments on mortgage loans (43,352,703) (64,961,688) (7,256,859)
Payments of unsecured notes (658,766) (878,043) (740,857)
Payments on finance lease liabilities (82,295) (31,339)  
Payments of deferred financing costs (1,185,827) (1,723,964) (525,437)
Purchase of interest rate cap   (916,000)  
Preferred dividends paid (3,988,624) (7,977,251) (9,971,563)
Net cash provided by (used in) financing activities 231,785 (9,273,285) (15,778,883)
Net (decrease) increase in cash, cash equivalents and restricted cash (192,039) 2,474,135 (1,105,290)
Cash, cash equivalents and restricted cash at the beginning of the period 28,710,475 26,236,340 27,341,630
Cash, cash equivalents and restricted cash at the end of the period 28,518,436 28,710,475 26,236,340
Supplemental disclosures:      
Cash paid during the period for interest 19,937,374 20,375,075 17,084,338
Cash paid during the period for income taxes 143,364 158,789 164,450
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows for operating leases 563,715 1,135,237 1,013,605
Operating cash flows for finance leases 1,261,987 85,491 4,486
Financing cash flows for finance leases 82,296 31,339 9,070
Non-cash investing and financing activities:      
Change in accrued capital expenditures (126,402) 165,566 (471,661)
Remeasurement of finance lease asset and liability   22,352,075  
Acquisition of finance lease assets and liabilities 53,550 241,978 63,424
Cash and cash equivalents 7,010,604 7,327,880 17,101,993
Restricted cash 21,507,832 21,382,595 9,134,347
Cash, cash equivalents and restricted cash at the end of the period 28,518,436 28,710,475 26,236,340
Sotherly Hotels LP [Member]      
Cash flows from operating activities:      
Net (loss) income (7,779,133) 1,179,854 3,809,711
Adjustments to reconcile net (loss) income to net cash provided by operating activities:      
Depreciation and amortization 19,658,902 19,380,906 18,788,748
Impairment of investment in hotel properties held for sale 1,310,308    
Amortization of deferred financing costs 1,655,153 745,409 598,237
Amortization of deferred lease expense 27,988 423,382  
Amortization of mortgage premium (18,203) (24,681) (24,681)
Amortization of finance lease liabilities 830,372 536,758  
Net gain on involuntary conversion of assets (3,985,417) (502,808) (1,371,041)
Unrealized and realized (gain) loss on hedging activities (131,803) 937,783 737,682
Gain on disposal of assets   (4,400) (4,700)
Loss on early extinguishment of debt 43,294 241,878  
PPP loan forgiveness 0   (275,494)
ESOP and stock / unit - based compensation (383,043) (439,871) (346,774)
Changes in assets and liabilities:      
Accounts receivable, net (177,486) 1,275,961 (42,453)
Insurance receivable 255,135 (2,855,593)  
Prepaid expenses, inventory and other assets (534,675) 429,109 1,824,607
Accounts payable and other accrued liabilities (1,223,397) 2,508,244 (3,581,342)
Advance deposits (40,090) 1,119,844 381,968
Net cash provided by operating activities 9,507,905 24,951,775 20,494,468
Cash flows from investing activities:      
Improvements and additions to hotel properties (14,909,318) (14,648,934) (8,181,496)
Proceeds from involuntary conversion 4,170,429 502,808 1,312,675
Proceeds from sale of assets   4,400 141,952
ESOP loan payments received 807,160 937,371 905,994
Net cash used in investing activities (9,931,729) (13,204,355) (5,820,875)
Cash flows from financing activities:      
Proceeds from mortgage loans 42,000,000 66,250,000 2,715,833
Proceeds of line of credit 7,500,000    
Redemption of interest rate swap   965,000  
Payments on mortgage loans (43,352,703) (64,961,688) (7,256,859)
Payments of unsecured notes (658,766) (878,043) (740,857)
Payments on finance lease liabilities (82,295) (31,339)  
Payments of deferred financing costs (1,185,827) (1,723,964) (525,437)
Purchase of interest rate cap   (916,000)  
Preferred dividends paid (3,988,624) (7,977,251) (9,971,563)
Net cash provided by (used in) financing activities 231,785 (9,273,285) (15,778,883)
Net (decrease) increase in cash, cash equivalents and restricted cash (192,039) 2,474,135 (1,105,290)
Cash, cash equivalents and restricted cash at the beginning of the period 28,710,475 26,236,340 27,341,630
Cash, cash equivalents and restricted cash at the end of the period 28,518,436 28,710,475 26,236,340
Supplemental disclosures:      
Cash paid during the period for interest 19,937,374 20,375,075 17,116,639
Cash paid during the period for income taxes 143,364 158,789 164,450
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows for operating leases 563,715 1,135,237 1,013,605
Operating cash flows for finance leases 1,261,987 85,491 4,486
Financing cash flows for finance leases 82,296 31,339 9,070
Non-cash investing and financing activities:      
Change in accrued capital expenditures (126,402) 165,566 (471,661)
Remeasurement of finance lease asset and liability   22,352,075  
Acquisition of finance lease assets and liabilities 53,550 241,978 63,424
Cash and cash equivalents 7,010,604 7,327,880 17,101,993
Restricted cash 21,507,832 21,382,595 9,134,347
Cash, cash equivalents and restricted cash at the end of the period $ 28,518,436 $ 28,710,475 $ 26,236,340
v3.26.1
Consolidated Statements of Changes in Partners' Capital - USD ($)
Total
Sotherly Hotels LP [Member]
Sotherly Hotels LP [Member]
General Partner [Member]
Sotherly Hotels LP [Member]
General Partner [Member]
Series D Preferred Units [Member]
Sotherly Hotels LP [Member]
Limited Partner [Member]
Sotherly Hotels LP [Member]
Preferred Units [Member]
Sotherly Hotels LP [Member]
Preferred Units [Member]
Series B Preferred Units [Member]
Sotherly Hotels LP [Member]
Preferred Units [Member]
Series C Preferred Units [Member]
Sotherly Hotels LP [Member]
Preferred Units [Member]
Series D Preferred Units [Member]
Balances, beginning at Dec. 31, 2022   $ 54,171,249 $ (106,022) $ 27,504,901 $ (39,143,494)   $ 34,344,086 $ 31,571,778  
Balances, units, beginning at Dec. 31, 2022     197,767   19,578,946 3,973,310      
Issuance of partnership units   225,386 $ 2,254   $ 223,132        
Issuance of preferred units, shares     7,453   276,825        
Amortization of restricted units award $ 148,193 148,193 $ 1,482   $ 146,711        
Unit based compensation   (734,097) (7,203)   (726,894)        
Preferred units distributions declared   (7,977,251) (79,773)   (7,897,478)        
Net (loss) income 3,809,711 3,809,711 17,432   3,792,279        
Balances, ending at Dec. 31, 2023   49,643,191 $ (171,830)   $ (43,605,744)   34,344,086 31,571,778 $ 27,504,901
Balances, units, ending at Dec. 31, 2023     205,220   19,855,771 3,973,310      
Issuance of partnership units   204,924 $ 2,049   $ 202,875        
Issuance of preferred units, shares     1,524   150,836        
Amortization of restricted units award 167,081 167,081 $ 1,671   $ 165,410        
Unit based compensation   (811,877) (8,119)   (803,758)        
Preferred units distributions declared   (7,977,247) (79,772)   (7,897,475)        
Net (loss) income 1,179,854 1,179,854 21,265   1,158,589        
Balances, ending at Dec. 31, 2024   42,405,926 $ (234,736)   $ (50,780,103)   34,344,086 31,571,778 27,504,901
Balances, units, ending at Dec. 31, 2024     206,744   20,006,607 3,973,310      
Issuance of partnership units   263,388 $ 2,634   $ 260,754        
Issuance of preferred units, shares     2,773   274,477        
Amortization of restricted units award 81,693 81,693 $ 817   $ 80,876        
Unit based compensation   (728,122) (7,281)   (720,841)        
Preferred units distributions declared   (5,982,937) (59,829)   (5,923,108)        
Net (loss) income $ (7,779,133) (7,779,133) (79,551)   (7,699,582)        
Balances, ending at Dec. 31, 2025   $ 28,260,815 $ (377,946)   $ (64,782,004)   $ 34,344,086 $ 31,571,778 $ 27,504,901
Balances, units, ending at Dec. 31, 2025     209,517   20,281,084 3,973,310      
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Net Income (Loss) $ (7,687,009) $ 1,302,369 $ 3,941,421
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure The Company does not grant stock option awards to its executives and, therefore, does not have any policies or practices in place for such awards. [The Company did not grant any stock option awards for the fiscal year ended December 31, 2025.]
v3.26.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arrangement Modified false
Non-Rule 10b5-1 Arrangement Modified false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.26.1
Cybersecurity Risk Management, Strategy and Governance
 12 Months Ended
Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Item 1C. Cybersecurity

The Company’s management recognizes the critical importance of monitoring for and properly addressing cybersecurity threats. Our Chief Financial Officer is the executive primarily responsible for identifying and managing risks to the Company from cybersecurity threats and has over 13 years of experience providing oversight of information technology infrastructure, system and security. With respect to the Company’s information systems, we rely on third-party technology and software providers to manage the cybersecurity risk to which those systems are subject. For elements of cybersecurity risk which fall outside the purview of the third-party technology and software providers, our Chief Financial Officer oversees the implementation of additional controls to reduce the likelihood of a cybersecurity incident occurring as well as to reduce the impact of any such incident, should it occur. At least annually, he discusses cybersecurity risk and the Company’s mitigation efforts and effectiveness of controls with the Board of Directors. The Board of Directors reviews and discusses our cybersecurity risk and reviews the tests of controls performed by consultants that perform the Company’s internal audit function.

As of December 31, 2025, no risk from cybersecurity threats, including as a result of any previous cybersecurity incidents, has materially affected or is reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition. Although we have implemented controls to protect our data and information systems and monitor our systems on an ongoing basis, such efforts may not prevent material compromises to our information systems in the future, including those that could have a material adverse effect on our business. We maintain cybersecurity insurance coverage to mitigate our financial exposure to certain incidents, and we consult with our consultants that perform the Company’s internal audit function regarding opportunities and enhancements to strengthen our policies and procedures.

We do not retain any confidential information from our customers. While we have control over our corporate information systems, we do not manage hotel operations and the day-to-day operation of our properties, including many of the information systems used at the hotels. Controls over these systems are maintained by our hotel managers and, where applicable, our franchisors. Although we set expectations for our hotel managers and our franchisors, we rely on them to manage the cybersecurity risk to which they are subject. Our hotel managers maintain separate cybersecurity insurance coverage to offset a portion of potential costs incurred from a security breach.

We currently do not have a cybersecurity incident response plan with respect to our data and information systems. We rely on our hotel manager and their cybersecurity consultants as well as our franchisors, to maintain cybersecurity incident response plans applicable to their systems and hotel-level systems they manage on our behalf.

For additional information about cybersecurity risk, see “Item 1A. Risk Factors - 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.”
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block] Our Chief Financial Officer is the executive primarily responsible for identifying and managing risks to the Company from cybersecurity threats and has over 13 years of experience providing oversight of information technology infrastructure, system and security. With respect to the Company’s information systems, we rely on third-party technology and software providers to manage the cybersecurity risk to which those systems are subject. For elements of cybersecurity risk which fall outside the purview of the third-party technology and software providers, our Chief Financial Officer oversees the implementation of additional controls to reduce the likelihood of a cybersecurity incident occurring as well as to reduce the impact of any such incident, should it occur. At least annually, he discusses cybersecurity risk and the Company’s mitigation efforts and effectiveness of controls with the Board of Directors. The Board of Directors reviews and discusses our cybersecurity risk and reviews the tests of controls performed by consultants that perform the Company’s internal audit function.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Our Chief Financial Officer is the executive primarily responsible for identifying and managing risks to the Company from cybersecurity threats and has over 13 years of experience providing oversight of information technology infrastructure, system and security. With respect to the Company’s information systems, we rely on third-party technology and software providers to manage the cybersecurity risk to which those systems are subject. For elements of cybersecurity risk which fall outside the purview of the third-party technology and software providers, our Chief Financial Officer oversees the implementation of additional controls to reduce the likelihood of a cybersecurity incident occurring as well as to reduce the impact of any such incident, should it occur. At least annually, he discusses cybersecurity risk and the Company’s mitigation efforts and effectiveness of controls with the Board of Directors.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Board of Directors reviews and discusses our cybersecurity risk and reviews the tests of controls performed by consultants that perform the Company’s internal audit function.
Cybersecurity Risk Role of Management [Text Block] Our Chief Financial Officer is the executive primarily responsible for identifying and managing risks to the Company from cybersecurity threats and has over 13 years of experience providing oversight of information technology infrastructure, system and security. With respect to the Company’s information systems, we rely on third-party technology and software providers to manage the cybersecurity risk to which those systems are subject. For elements of cybersecurity risk which fall outside the purview of the third-party technology and software providers, our Chief Financial Officer oversees the implementation of additional controls to reduce the likelihood of a cybersecurity incident occurring as well as to reduce the impact of any such incident, should it occur. At least annually, he discusses cybersecurity risk and the Company’s mitigation efforts and effectiveness of controls with the Board of Directors.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] Our Chief Financial Officer is the executive primarily responsible for identifying and managing risks to the Company from cybersecurity threats and has over 13 years of experience providing oversight of information technology infrastructure, system and security. With respect to the Company’s information systems, we rely on third-party technology and software providers to manage the cybersecurity risk to which those systems are subject. For elements of cybersecurity risk which fall outside the purview of the third-party technology and software providers, our Chief Financial Officer oversees the implementation of additional controls to reduce the likelihood of a cybersecurity incident occurring as well as to reduce the impact of any such incident, should it occur. At least annually, he discusses cybersecurity risk and the Company’s mitigation efforts and effectiveness of controls with the Board of Directors.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our Chief Financial Officer is the executive primarily responsible for identifying and managing risks to the Company from cybersecurity threats and has over 13 years of experience providing oversight of information technology infrastructure, system and security.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] Board of Directors reviews and discusses our cybersecurity risk and reviews the tests of controls performed by consultants that perform the Company’s internal audit function.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.26.1
Organization and Description of Business
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Organization and Description of Business

1. Organization and Description of Business

Sotherly Hotels Inc. (the “Company”) is a lodging real estate investment trust (“REIT”) that was incorporated in Maryland on August 20, 2004. The Company historically has focused on the acquisition, renovation, up-branding and repositioning of upscale to upper-upscale full-service hotels in the southern United States. The Company’s portfolio, as of December 31, 2025, consisted of investments in ten hotel properties, comprising 2,786 rooms and two hotel commercial condominium units and their associated rental programs. Seven of our hotels operated under the DoubleTree by Hilton, Tapestry Collection by Hilton, and Hyatt Centric brands, and three are independent hotels.

The Company commenced operations on December 21, 2004 when it completed its initial public offering (“IPO”) and thereafter consummated the acquisition of six hotel properties. Substantially all of the Company’s assets are held by, and all of its operations are conducted through, Sotherly Hotels LP, (the “Operating Partnership”).

Pursuant to the terms of the Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), the Company, as general partner, is not entitled to compensation for its services to the Operating Partnership. The Company, as general partner, conducts substantially all of its operations through the Operating Partnership and the Company’s administrative expenses are the obligations of the Operating Partnership. Additionally, the Company is entitled to reimbursement for any expenditure incurred by it on the Operating Partnership’s behalf.

For the Company to qualify as a REIT, it cannot operate hotels. Therefore, the Operating Partnership, which, at December 31, 2025, was over 99.9% owned by the Company, and its subsidiaries, lease its hotels to direct and indirect subsidiaries of MHI Hospitality TRS Holding, Inc., MHI Hospitality TRS, LLC and certain of its subsidiaries, (collectively, “MHI TRS Entities”), each of which is a wholly-owned subsidiary of the Operating Partnership. For the years ended December 31, 2025, 2024, and 2023, the MHI TRS Entities engaged an eligible independent contractor, Our Town Hospitality, LLC (“Our Town”), to operate the hotels under individual hotel management contracts. MHI Hospitality TRS Holding, Inc. is treated as a taxable REIT subsidiary (“TRS”) for federal income tax purposes. As of December 31, 2025, Our Town was the manager of each of our ten wholly-owned hotels and our two condominium hotel rental programs.

All references in these “Notes to Consolidated Financial Statements” to “we,” “us” and “our” refer to the Company, its Operating Partnership and its subsidiaries and predecessors, collectively, unless the context otherwise requires or where otherwise indicated.

Significant Transactions

Significant transactions occurring during the current and two prior fiscal years include the following:

Between April 16 and May 6, 2020, the Company received proceeds of three separate PPP Loans administered by the U.S. Small Business Administration pursuant to the CARES Act totaling approximately $10.7 million. Each PPP Loan had an initial term of two years with the ability to extend the loan to five years, if not completely forgiven and carries an interest rate of 1.00%. Equal payments of principal and interest were required to begin no later than 10 months following origination of the loan and were to be amortized over the remaining term of the loan. Pursuant to the terms of the CARES Act, the proceeds of each PPP Loan may be used for payroll costs, mortgage interest, rent or utility costs. The promissory note for each PPP Loan contains customary events of default relating to, among other things, payment defaults and breach of representations and warranties or of provisions of the relevant promissory note. On December 9, 2022, the Company was notified it had received forgiveness for one of its PPP Loans in the principal amount of approximately $4.6 million. On February 3, 2023, the Company was notified it had received forgiveness for another PPP Loan in the principal amount of approximately $0.3 million.

 

On February 26, 2023, the Company entered into amended loan documents to modify the mortgage loan on The Whitehall hotel located in Houston, TX with the lender, International Bank of Commerce. The amendment (i) extends the maturity date to February 26, 2028; (ii) maintains a floating interest rate of New York Prime Rate plus 1.25%; and (iii) subjects the interest rate to a floor rate of 7.50%. The mortgage loan continues to be guaranteed by the Operating Partnership. The amendment also required us to establish a real estate tax reserve as well as a debt service reserve that approximates the aggregate amount of one year's debt service, which was initially established at approximately $1.5 million.

 

On March 14, 2023, the Company entered into amended loan documents to modify the mortgage loan on the DoubleTree by Hilton Philadelphia Airport with the lender, TD Bank, N.A. The amendment provided a waiver for non-compliance with financial covenants for the periods ended September 30 and December 31, 2022, modified the reference rate replacing 1-month LIBOR with SOFR and required us to establish a debt service coverage reserve of $0.3 million.

 

On May 4, 2023, the Company secured a $10.0 million mortgage loan on the DoubleTree by Hilton Laurel hotel located in Laurel, MD with Citi Real Estate Funding Inc. Pursuant to the loan documents, the mortgage loan: (i) has a principal balance of $10.0 million; (ii) has a maturity date of May 6, 2028; (iii) carries a fixed interest rate of 7.35%; (iv) requires payments of interest only; (v) cannot be prepaid until the last 4 months of the loan term; and (vi) contains customary representations, warranties, covenants and events of default for a mortgage loan.

On February 7, 2024, the Company secured a $35.0 million mortgage loan on the Hotel Alba Tampa located in Tampa, Florida with Citi Real Estate Funding Inc. The Company received approximately $10.2 million in net proceeds. Pursuant to the loan documents, the mortgage loan: (i) has a principal balance of $35.0 million; (ii) has a 5 year term maturing on March 6, 2029; (iii) carries a fixed interest rate of 8.49%; (iv) requires payments of interest only; (v) is guaranteed by the Operating Partnership only for traditional “bad boy” acts; (vi) cannot be prepaid until the last four months of the term; and (vii) contains customary representations, warranties, covenants and events of default for a mortgage loan.

On April 29, 2024, the Company entered into a loan amendment to amend the existing mortgage on the DoubleTree by Hilton Philadelphia Airport hotel with the existing lender, TD Bank, N.A. Pursuant to the amended loan documents, the mortgage loan: (i) has a principal balance of approximately $35.9 million; (ii) extends the maturity by two years to April 29, 2026; (iii) continues to carry a floating interest rate of SOFR plus 3.50%; (iv) requires payments of interest only; (v) continues to be guaranteed by the Operating Partnership; and (vi) contains customary representations, warranties, covenants and events of default for a mortgage loan. Concurrent with the execution of the loan amendment, the Company (i) made a principal payment of $3.0 million; (ii) funded $0.3 million to the interest reserve escrow, bringing the balance in the interest reserve escrow account to $1.3 million; (iii) funded $5.0 million into a product improvement plan ("PIP") reserve account; and (iv) provided $1.7 million in additional cash collateral, of which $1.2 million can be released into the PIP reserve account as early as June 30, 2025 assuming compliance with the financial covenants. On May 3, 2024, an affiliate of the Company entered into an interest rate cap with a notional amount of $26.0 million with Webster Bank, N.A. The cap has a strike rate of 3.0%, is indexed to SOFR, and expires on May 1, 2026.

On July 8, 2024, the Company secured an approximately $26.3 million mortgage loan on the DoubleTree by Hilton Jacksonville Riverfront hotel located in Jacksonville, Florida with Fifth Third Bank, N.A. The loan provides for an additional approximately $9.5 million available to fund a product improvement plan at the hotel; matures on July 8, 2029; and requires monthly payments of interest at a floating interest rate of SOFR plus 3.00% plus principal of $38,700.

On August 14, 2024, the Company secured a $5.0 million second mortgage loan on The DeSoto hotel located in Savannah, Georgia with MONY Life Insurance Company. The loan had a maturity date of July 1, 2026, and required level payments of principal and interest at a fixed interest rate of 7.50% and amortized on a 25-year schedule. Proceeds of the loan were used for working capital.

 

On September 12, 2025, the Company secured a $42.0 million mortgage loan on The DeSoto hotel located in Savannah, Georgia with Citi Real Estate Funding Inc. The Company received approximately $5.78 million in net proceeds, after funding of the required lender reserves and repaying the existing indebtedness. Pursuant to the loan documents, the mortgage loan: (i) has a principal balance of $42.0 million; (ii) matures on October 6, 2030; (iii) carries a fixed interest rate of 7.13%; (iv) requires payments of interest only; (v) is guaranteed by the Operating Partnership only for traditional “bad boy” acts; (vi) can be prepaid with defeasance following a lockout period ending on the earlier of (a) three years after closing, or (b) two years after the date of securitization, if any, and can be prepaid without defeasance during the last six months of the term; and (vii) contains customary representations, warranties, covenants and events of default for a mortgage loan.

 

On October 24, 2025, the Company, KW Kingfisher LLC, a Delaware limited liability company (“Parent”), and Sparrows Nest LLC, a Maryland limited liability company (“Merger Sub,” together with the Parent, “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

 

Agreement and Plan of Merger – Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company, with the Company continuing as the surviving entity in such merger (the “Merger,” and such surviving entity, the “Surviving Company”). Upon completion of the Merger, the Surviving Company survived as a wholly owned subsidiary of Parent, the separate existence of the Merger Sub ceased, and the Operating Partnership became an indirect subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), (A) each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately before the Effective Time (other than Cancelled Shares) automatically converted into the right to receive an amount in cash equal to $2.25 per share, without interest

(the “Per Company Share Merger Consideration,” and in the aggregate, the “Merger Consideration”); (B) each share of the Company’s 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, and 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock (collectively, the “Company Preferred Stock”) issued and outstanding immediately before the Effective Time was entitled to receive the Merger Consideration if the holder thereof elects to convert, subject to the terms and conditions contained in the Company’s charter (including any articles supplementary) (the “Charter”), including the share cap as defined therein, their respective shares of Company Preferred Stock into Company Common Stock after the closing of the Merger, and (C) the Company offered to purchase the Limited Partnership Interests held by the limited partners (other than the Company) for the same per share Merger Consideration that each share of Company Common Stock received pursuant to the Merger Agreement, simultaneously with the Closing of the Merger (the “Limited Partner Compensation”) in accordance with the Operating Partnership’s Partnership Agreement.

Notwithstanding the foregoing, each issued and outstanding share of Company Common Stock held by Parent or the Company or any of their respective direct or indirect wholly owned subsidiaries immediately before the Effective Time, if any, was automatically cancelled and retired and ceased to exist, and no consideration was delivered in exchange therefor. If not converted, each share of the Company Preferred Stock was unaffected by the Merger and remains outstanding in accordance with their respective terms.

With respect to each series of the Company Preferred Stock, pursuant to the Charter, on February 27, 2026, the Company provided notice to the holders thereof that the closing of the Merger occurred (the “Preferred Notice”). The Preferred Notice included certain details with respect to the Merger and specified that the holders of the Company Preferred Stock could elect to exercise a right to convert some or all of the Company Preferred Stock held by such holder into the right to convert, subject to the terms and conditions contained in the Charter, including the share cap as defined therein, into Company Common Stock and receive the Per Company Share Merger Consideration by March 20, 2026.

The consummation of the Merger occurred on February 12, 2026 and was subject to certain customary closing conditions, including, among others, the approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on the Merger and the other transactions contemplated by the Merger Agreement (the “Company Stockholder Approval”).

Revolving Line of Credit – In connection with the Merger Agreement, on October 24, 2025, the Operating Partnership entered into a Promissory Note (the “Note”) with Kemmons Wilson Hospitality Partners II, LP (“KWHP”) providing for a revolving line of credit in the principal amount of up to $25.0 million (the “Revolving Commitment”). The Note allows the Operating Partnership to borrow, prepay, and re-borrow amounts on a revolving basis during the Revolving Commitment Period, which terminates on the earliest of (i) 18 months after execution, (ii) consummation of the merger described in the Merger Agreement, (iii) sale of the Wilmington Asset (as defined in the Note), (iv) refinancing of indebtedness secured by a lien on the Wilmington Asset, or (v) acceleration following an Event of Default (as defined in the Note). Interest accrues on the Note at a floating rate equal to Term SOFR plus an applicable margin, initially 3.25% for nine months, then 7.50%, with a 3.35% SOFR floor. Interest is payable monthly and at maturity. Mandatory prepayments are required from asset sale or refinancing proceeds, and certain asset sales are restricted unless minimum proceeds are received. Each such prepayment permanently reduces the amount of the Revolving Commitment.

 

On December 16, 2025, the Company entered into a Forbearance Agreement with Wilmington Trust, National Association, as Trustee, with regard to the mortgage loan for the Company’s Georgian Terrace hotel located in Atlanta, GA. Pursuant to the Forbearance Agreement: (i) the lender agrees not seek a judgment against the Company, nor to foreclose on the property prior to June 1, 2026; (ii) the Company repaid a portion of the principal balance of the mortgage loan of approximately $3.8 million; (iii) the Company agreed to continue to pay lender approximately $236,000 per month in principal and interest as well as funding reserve accounts in accordance with the terms of the mortgage loan; (iv) default interest will continue to accrue and will be payable upon a Termination Event (as defined in the Forbearance Agreement); and (v) the property will remain in cash management.

 

On December 31, 2025, the Company entered into a settlement agreement with 4111 South Ocean Drive Condominium Association, Inc. to convey its interest in the hotel commercial condominium unit at the Lyfe Resort & Residences and assign its interest in the hotel condominium unit rental program, subject to certain terms and conditions. The Company assigned its interest in the rental program effective February 1, 2026 and anticipates conveyance of the condominium unit to occur before May 1, 2026.
v3.26.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation – The consolidated financial statements of the Company presented herein include all the accounts of Sotherly Hotels Inc., the Operating Partnership and the MHI TRS Entities. All significant inter-company balances and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The consolidated financial statements of the Operating Partnership presented herein include all the accounts of Sotherly Hotels LP and the MHI TRS Entities. All significant inter-company balances and transactions have been eliminated. Additionally, all administrative expenses of the Company and those expenditures made by the Company on behalf of the Operating Partnership are reflected as the administrative expenses, expenditures and obligations thereto of the Operating Partnership, pursuant to the terms of the Partnership Agreement.

Variable Interest Entities – The Company serves as general partner of the Operating Partnership. Holders of units in the Operating Partnership other than the Company have limited rights and do not have the power to direct the Operating Partnership’s activities that most significantly impact the Operating Partnership’s economic performance. As such, the Operating Partnership is considered a variable interest entity of the Company, which it consolidates as the Company is the primary beneficiary. The Company’s only significant asset is its investment in the Operating Partnership. Net income (loss) and distributions of the Operating Partnership not attributable to holders of preferred units, are allocable to the general and limited partnership units in accordance with their ownership percentages.

Investment in Hotel Properties – Investments in hotel properties include investments in operating properties which are recorded at fair value on the acquisition date and allocated to land, property and equipment and identifiable intangible assets. If substantially all the fair value of the gross assets acquired are concentrated in a single identifiable asset, the asset is not considered a business. When we conclude that an acquisition meets this threshold, acquisition costs will be capitalized as part of our allocation of the purchase price of the acquired asset. We capitalize the costs of significant additions and improvements that materially upgrade, increase the value of or extend the useful life of the property. These costs may include refurbishment, renovation, and remodeling expenditures, as well as certain direct internal costs related to construction projects. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from our accounts and any resulting gain or loss is included in the statements of operations.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 7 to 39 years for buildings and building improvements and 3 to 10 years for furniture, fixtures and equipment.

The Company assesses the carrying value of its investments in hotel properties whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse permanent changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel property exceeds its carrying value. If the estimated undiscounted future cash flows are found to be less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel property’s estimated fair market value would be recorded and an impairment loss recognized. Upon reclassification of our investment in the Lyfe Resort & Residences as held for sale, as discussed below, no impairment loss was recognized for the years ended December 31, 2025, 2024 and 2023.

Assets Held for Sale – The Company records assets as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year. When the carrying value of the asset is greater than the fair value, the Company reduces the carrying value to fair value less selling costs and recognizes an impairment loss.

As of December 31, 2025, the Company determined that the carrying value of its investment in the hotel commercial condominium unit at the Lyfe Resort & Residences exceeded the consideration to be received pursuant the Settlement Agreement. The Company recognized an impairment loss of approximately $1.3 million for the year ended December 31, 2025.

Cash and Cash Equivalents – The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration of Credit Risk – The Company holds cash accounts at several institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) protection limits of $250,000. Our exposure to credit loss in the event of the failure of these institutions is represented by the difference between the FDIC protection limit and the total amounts on deposit. Management

monitors, on a regular basis, the financial condition of the financial institutions along with the balances there on deposit to minimize our potential risk.

Restricted Cash – Restricted cash includes real estate tax escrows, insurance escrows and reserves for replacements of furniture, fixtures and equipment pursuant to certain requirements in our various mortgage agreements.

Accounts Receivable – Accounts receivable consists primarily of amounts due from hotel guests including payments rendered by credit card for which we are awaiting payment from the merchant processor. Most of our revenue is collected through payment by cash or credit card on or in advance of the date of service, with limited extension of credit to a small number of customers. An allowance for potential credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible.

Inventories – Inventories, consisting primarily of food and beverages, are stated at the lower of cost or net realizable value, with cost determined on a method that approximates first-in, first-out basis.

Franchise License Fees – Fees expended to obtain or renew a franchise license are amortized over the life of the license or renewal. The unamortized franchise fees as of December 31, 2025 and 2024, were approximately $268,454 and $311,753, respectively. Amortization expense for the years ended December 31, 2025, 2024, and 2023, was $43,300, $44,235 and $45,050, respectively.

Deferred Financing Costs – Deferred financing costs are recorded at cost and consist of loan fees and other costs incurred in issuing debt and are reflected in mortgage loans, net and unsecured notes, net on the consolidated balance sheets. Deferred offering costs are recorded at cost and consist of offering fees and other costs incurred in advance of issuing equity and are reflected in prepaid expenses, inventory and other assets on the consolidated balance sheets. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations.

Derivative Instruments – Our derivative instruments are reflected as assets or liabilities on the consolidated balance sheet and measured at fair value. Derivative instruments used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as an interest rate risk, are considered fair value hedges. Derivative instruments used to hedge exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For a derivative instrument designated as a cash flow hedge, the change in fair value each period is reported in accumulated other comprehensive income in stockholders’ equity and partners’ capital to the extent the hedge is effective. For a derivative instrument designated as a fair value hedge, the change in fair value each period is reported in earnings along with the change in fair value of the hedged item attributable to the risk being hedged. For a derivative instrument that does not qualify for hedge accounting or is not designated as a hedge, the change in fair value each period is reported in earnings.

We use derivative instruments to add stability to interest expense and to manage our exposure to interest-rate movements. To accomplish this objective, we currently use interest rate caps and an interest rate swap which act as cash flow hedges and are not designated as hedges. We value our interest-rate caps and interest rate swap at fair value, which we define as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We do not enter into contracts to purchase or sell derivative instruments for speculative trading purposes.

Fair Value Measurements –

We classify the inputs used to measure fair value into the following hierarchy:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3 Unobservable inputs for the asset or liability.

We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table represents our assets and liabilities measured at fair value and the basis for that measurement. Our interest rate cap is the only asset or liability

measured at fair value on a recurring basis. There were no non-recurring assets or liabilities for fair value measurements as of December 31, 2025 and 2024, respectively.

 

 

December 31, 2025

 

 

December 31, 2024

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

Interest-rate cap(1)

$

53,236

 

 

$

53,236

 

 

$

379,433

 

 

$

379,433

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

Mortgage loans(2)

$

(315,199,862

)

 

$

(317,005,598

)

 

$

(316,516,148

)

 

$

(315,981,358

)

 

(1)
The interest-rate cap agreement allows the Company to receive a variable rate of interest based upon the amount in which 1-month SOFR exceeds 3.0% on a notional amount of $26.0 million on the DoubleTree by Hilton Philadelphia Airport. The interest rate cap terminates on May 1, 2026. The interest-rate cap is included in prepaid assets, inventory and other assets on the consolidated balance sheets.
(2)
Mortgage loans had a carrying value on our Consolidated Balance Sheets of $315,199,862 and $316,516,148 as of December 31, 2025 and December 31, 2024, respectively.

The fair value of the Company’s interest rate swap and cap agreements were determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts, which is considered a Level 2 measurement under the fair value hierarchy. The variable cash receipts are based on an expectation of future interest rates (forward yield curves) derived from observable market interest rates.

The Company estimates the fair value of its mortgage loans by discounting the future cash flows of each loan at estimated market rates consistent with the maturity of a mortgage loan with similar credit terms and credit characteristics, which are Level 2 inputs under the fair value hierarchy. Market rates take into consideration general market conditions and maturity.

Noncontrolling Interest in Operating Partnership – Certain hotel properties have been acquired, in part, by the Operating Partnership through the issuance of limited partnership units of the Operating Partnership. The noncontrolling interest in the Operating Partnership is: (i) increased or decreased by the limited partners’ pro-rata share of the Operating Partnership’s net income or net loss, respectively; (ii) decreased by distributions; (iii) decreased by redemption of partnership units for the Company’s common stock; and (iv) adjusted to equal the net equity of the Operating Partnership multiplied by the limited partners’ ownership percentage immediately after each issuance of units of the Operating Partnership and/or the Company’s common stock through an adjustment to additional paid-in capital. Net income or net loss is allocated to the noncontrolling interest in the Operating Partnership based on the weighted average percentage ownership throughout the period.

Revenue Recognition – Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over a customer’s hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Some contracts for rooms or food and beverage services require pre-payment which is recorded as advanced deposits (or contract liabilities) shown on our consolidated balance sheets and recognized once the performance obligations are satisfied.

Certain ancillary services are provided by third parties and the Company assessed whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the gross commission earned from the third party. If the Company is the principal, the Company recognizes based upon the gross sales price. With respect to the hotel condominium rental programs the Company operates at the Lyfe Resort & Residences and the Hyde Beach House Resort & Residences, the Company has determined that it is an agent and recognizes revenue based on its share of revenue earned under the rental agency agreement.

The Company collects revenue, sales taxes, use taxes, occupancy taxes and similar taxes at its hotels which are reflected in revenue on a net basis on the consolidated statements of operations.

Income Taxes – The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As a REIT, the Company generally will not be subject to federal income tax. The MHI TRS, our wholly owned taxable REIT subsidiary which leases our hotels from subsidiaries of the Operating Partnership, is subject to federal and state income taxes.

We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is required for deferred tax assets if, based on all available evidence, it is “more-likely-than-not” that all or a portion of the deferred tax asset will or will not be realized due to the inability to generate sufficient taxable income in certain financial statement periods. The “more-likely-than-not” analysis means the likelihood of realization is greater than 50%, that we either will or will not be able to fully utilize the deferred tax assets against future taxable income. The net amount of deferred tax assets that are recorded on the financial statements must reflect the tax benefits that are expected to be realized using these criteria. As of December 31, 2025, we determined that it is more-likely-than-not that we will not be able to fully utilize our deferred tax assets for future tax consequences; therefore, a 100% valuation allowance is required. As of December 31, 2025 and 2024, deferred tax assets each totaled $0.

As of December 31, 2025, we had no uncertain tax positions. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions to which the Company is subject generally include 2011 through 2023. In addition, as of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions to which the MHI TRS Entities are subject, because of open NOL carryforwards, generally include 2014 through 2023.

The Operating Partnership is generally not subject to federal and state income taxes as the unit holders of the Partnership are subject to tax on their respective shares of the Partnership’s taxable income.

Stock-based Compensation – The Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”), which the Company’s stockholders approved in April 2013, permitted the grant of stock options, restricted stock and performance share compensation awards to its employees and directors for up to 750,000 shares of common stock. The Company made cumulative stock awards totaling 745,160 shares, of which 316,333 were originally restricted. As of December 31, 2025, there were 745,160 non-restricted shares issued to certain executives, directors and employees. All awards have vested. The remaining 4,840 shares have been deregistered.

The Company’s 2022 Long-Term Incentive Plan (the “2022 Plan”), which the Company’s stockholders approved in April 2022, permits the grant of stock options, restricted stock, unrestricted stock and service/performance share compensation awards to its employees and directors for up to 2,000,000 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its stockholders. Under the 2022 Plan, the Company may issue a variety of service or performance-based stock awards, including nonqualified stock options. As of December 31, 2025, the Company has made cumulative stock awards totaling 881,278 shares, of which 247,750 were originally restricted. As of December 31, 2025, there were 77,000 restricted shares and 804,278 non-restricted shares.

The value of the awards is charged to compensation expense on a straight-line basis over the vesting or service period based on the value of the award as determined by the Company’s stock price on the date of grant or issuance. Total stock-based compensation cost recognized under the 2013 Plan and 2022 Plan for the years ended December 31, 2025, 2024, and 2023 was $345,081, $372,005 and $373,579, respectively. No performance-based stock awards have been granted. Consequently, stock-based compensation as determined under the fair-value method would be the same under the intrinsic-value method.

Additionally, the Company sponsors and maintains an Employee Stock Ownership Plan (“ESOP”) and related trust for the benefit of its eligible employees. We reflect unearned ESOP shares as a reduction of stockholders’ equity. Dividends on unearned ESOP shares, when paid, are considered compensation expense. The Company recognizes compensation expense equal to the fair value of the Company’s ESOP shares at the time they are committed to be released. For the years ended December 31, 2025, 2024, and 2023 the ESOP compensation cost was $79,038, $125,497 and $171,896, respectively. To the extent that the fair value of the Company’s ESOP shares differs from the cost of such shares, the differential is recognized as the change in additional paid-in capital. Because the ESOP is internally leveraged through a loan from the Company to the ESOP, the loan receivable by the Company from the ESOP is not reported as an asset nor is the debt of the ESOP shown as a liability in the Company’s consolidated financial statements.

Advertising – Advertising costs, including digital advertising, were approximately $3.1 million, $2.8 million and $2.7 million, for the years ended December 31, 2025, 2024, and 2023, respectively and are expensed as incurred. Advertising costs are included in the consolidated statements of operations in indirect hotel operating expenses.

Business Interruption Proceeds – Insurance recoveries for business interruption were recognized during the years ended December 31, 2025, 2024, and 2023, for $1,416,991, $1,500,000, and $230,256, respectively. The insurance proceeds were reflected in the consolidated statement of operations in other operating departments revenues.

Involuntary Conversion of Assets – The Company record gains or losses on involuntary conversions of assets due to recovered insurance proceeds to the extent the undepreciated cost of a nonmonetary asset differs from the amount of monetary proceeds received. During the years ending December 31, 2025, 2024, and 2023, we recognized approximately $4.0 million, $0.5 million and $1.4 million, respectively, for gain on involuntary conversion of assets, which is reflected in the consolidated statements of operations.

Comprehensive Income (Loss) – Comprehensive income (loss), as defined, includes all changes in equity (net assets) during a period from non-owner sources. The Company does not have any items of comprehensive income (loss) other than net income (loss).

Segment Information – The Company allocates resources and assesses operating performance based on individual hotel properties. The Company considers each of our hotel properties to be an operating segment but combines each operating segment into one reportable segment because all of the hotels have similar economic characteristics, facilities and services,.

Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications – Certain reclassifications in the amount of approximately $2.9 million as of December 31, 2024 from accounts receivable, net to insurance receivable on the consolidated balance sheet as made to conform to current period presentation. We have also reclassified approximately $2.9 million for the year ended December 31, 2024 on the consolidated statement of cash flows from line item accounts receivable to insurance receivable in order to conform to the current period presentation.

New Accounting Pronouncements – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for years ending December 31, 2025 on a prospective basis. Please refer to Note 12, Income Taxes, for the related disclosures.

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), to clarify the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718, Compensation—Stock Compensation ("ASC 718"). ASU 2024-01 clarifies how to determine whether profits interest and similar awards should be accounted for as a share-based payment arrangement (ASC 718) or as a cash bonus or profit-sharing arrangement (ASC 710, Compensation—General, or other guidance) and applies to all reporting entities that account for profits interest awards as compensation to employees or non-employees. In addition to adding the illustrative guidance, ASU 2024-01 modified the language in paragraph 718-10-15-3 to improve its clarity and operability without changing the guidance. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024, including interim periods within those annual periods. The adoption of ASU 2024-01 had no material impact on our consolidated financial statements and disclosures.

In November 2024, the FASB issued 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The amendments improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales and research and development). The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that adopting ASU 2024-03 will have on its consolidated financial statements and disclosures.

v3.26.1
Investment in Hotel Properties, Net
 12 Months Ended
Dec. 31, 2025
Real Estate [Abstract]  
Investment in Hotel Properties, Net

3. Investment in Hotel Properties, Net

Investment in hotel properties, net as of December 31, 2025 and 2024, consisted of the following:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

Land and land improvements

 

$

61,253,346

 

 

$

61,370,250

 

Buildings and improvements

 

 

433,259,321

 

 

 

428,355,821

 

Right of use assets

 

 

3,638,319

 

 

 

3,727,805

 

Finance lease right of use assets

 

 

23,075,033

 

 

 

23,021,483

 

Furniture, fixtures and equipment

 

 

55,158,504

 

 

 

53,820,118

 

 

 

 

576,384,523

 

 

 

570,295,477

 

Less: accumulated depreciation

 

 

(212,286,084

)

 

 

(197,918,851

)

Investment in Hotel Properties, Net

 

$

364,098,439

 

 

$

372,376,626

 

 

Investment in hotel properties held for sale as of December 31, 2025 and 2024, relate to the hotel commercial condominium unit at the Lyfe Resort & Residences in Hollywood, Florida, for which we recognized an impairment charge of approximately $1.3 million upon reclassification to held for sale during the year ended December 31, 2025, and which consisted of the following:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

Land and land improvements

 

$

226,242

 

 

$

—

 

Buildings and improvements

 

 

4,297,727

 

 

 

—

 

Furniture, fixtures and equipment

 

 

179,696

 

 

 

—

 

 

 

 

4,703,665

 

 

 

—

 

Less: accumulated depreciation

 

 

(1,121,866

)

 

 

—

 

 

 

 

3,581,799

 

 

 

—

 

Less: impairment

 

 

(1,310,308

)

 

 

 

Investment in Hotel Properties Held for Sale, Net

 

$

2,271,491

 

 

$

—

 

 

 
v3.26.1
Debt
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt

4. Debt

Mortgage Loans, Net. As of December 31, 2025 and 2024, the Company had approximately $315.2 million and approximately $316.5 million of outstanding mortgage debt, respectively. The following table sets forth our mortgage debt obligations on our hotels.

 

 

 

Balance Outstanding as of

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

Prepayment

 

Maturity

 

Amortization

 

Interest

Property

2025

 

 

2024

 

 

Penalties

 

Date

 

Provisions

 

Rate

The DeSoto (1)

$

42,000,000

 

 

$

34,219,589

 

 

Yes

 

10/06/2030

 

(1)

 

7.130%

DoubleTree by Hilton Jacksonville
   Riverfront (2)

 

25,592,100

 

 

 

26,056,500

 

 

None

 

07/08/2029

 

25 years

 

SOFR plus 3.00%

DoubleTree by Hilton Laurel (3)

 

10,000,000

 

 

 

10,000,000

 

 

(3)

 

05/06/2028

 

(3)

 

7.350%

DoubleTree by Hilton Philadelphia Airport (4)

 

35,915,488

 

 

 

35,915,488

 

 

None

 

04/29/2026

 

(4)

 

SOFR plus 3.50%

DoubleTree Resort by Hilton Hollywood
   Beach (5)

 

48,966,397

 

 

 

50,211,533

 

 

None

 

(5)

 

30 years

 

4.913%

Georgian Terrace (6)

 

33,469,112

 

 

 

38,375,095

 

 

None

 

06/01/2026

 

30 years

 

4.42% (6)

Hotel Alba Tampa, Tapestry Collection by Hilton (7)

 

35,000,000

 

 

 

35,000,000

 

 

(7)

 

03/06/2029

 

(7)

 

8.490%

Hotel Ballast Wilmington, Tapestry Collection by
   Hilton (8)

 

28,742,014

 

 

 

29,770,045

 

 

Yes

 

01/01/2027

 

25 years

 

4.250%

Hyatt Centric Arlington (9)

 

44,118,386

 

 

 

45,317,273

 

 

Yes

 

10/01/2028

 

30 years

 

5.250%

The Whitehall (10)

 

13,486,401

 

 

 

13,777,078

 

 

None

 

02/26/2028

 

25 years

 

PRIME plus 1.25%

Total Mortgage Principal Balance

$

317,289,898

 

 

$

318,642,601

 

 

 

 

 

 

 

 

 

Deferred financing costs, net

 

(2,090,036

)

 

 

(2,144,656

)

 

 

 

 

 

 

 

 

Unamortized premium on loan

 

—

 

 

 

18,203

 

 

 

 

 

 

 

 

 

Total Mortgage Loans, Net

$

315,199,862

 

 

$

316,516,148

 

 

 

 

 

 

 

 

 

 

 

(1)

The note requires payments of interest only and cannot be prepaid without penalty until the last four months of the loan term.

(2)

The note provides for an initial tranche in the amount of $26.25 million and a renovation tranche in the amount of $9.49 million.

(3)

The note requires payments of interest only and cannot be prepaid without penalty until the last four months of the loan term.

(4)

The note requires payments of interest only. On May 3, 2024, we entered into an interest rate cap with a notional amount of $26.0 million with Webster Bank, N.A. The cap has a strike rate of 3.0%, is indexed to SOFR, and expires on May 1, 2026.

(5)

The note matured on October 1, 2025 and went into default. The Company subsequently entered into discussion with the special servicer for an extension.

(6)

The note matured on June 1, 2025 and went into default. On December 16, 2025, obtained a 1-year extension to June 1, 2026. Principal and interest are payable monthly, with default interest accruing through the maturity date.

(7)

The note requires payments of interest only and cannot be prepaid without penalty until the last four months of the term.

(8)

The note amortizes on a 25-year schedule after an initial interest-only period of one year and cannot be prepaid without penalty until the last four months of the loan term.

(9)

The note cannot be prepaid without penalty until the final four months of the term.

(10)

The note bears a floating interest rate of New York Prime Rate plus 1.25%, with a floor of 7.50%.

 

As of December 31, 2025, we were in compliance with all debt covenants, current on all loan payments and not otherwise in default under any of our mortgage loans, with the exception of (i) a payment at maturity default on the non-recourse mortgage on the Georgian Terrace; (2) a payment at maturity default on the mortgage the on the DoubleTree Resort by Hilton Hollywood Beach ; and (iii) a covenant default on the mortgage on the DoubleTree by Hilton Jacksonville Riverfront. If we are unable to obtain a waiver for the covenant default, we may be required to provide cash collateral or reduce the outstanding indebtedness by approximately $4.9 million.

 

Please refer to Note 16, Subsequent Events, for details regarding the refinance of the mortgages in the table above with the exception of the mortgage on the DeSoto.

Total future mortgage debt maturities, including with respect to any extensions of loan maturity, as of December 31, 2025 were as follows:

 

December 31, 2026

$

121,488,754

 

December 31, 2027

 

29,830,958

 

December 31, 2028

 

64,771,286

 

December 31, 2029

 

59,198,900

 

December 31, 2030

 

42,000,000

 

Total future maturities

$

317,289,898

 

 

Unsecured Notes. The Operating Partnership and certain of its subsidiaries received PPP Loans administered by the U.S. Small Business Administration pursuant to the CARES Act. Each PPP Loan had an initial term of two years, with the ability to extend the term to five years, if not forgiven, and carries an interest rate of 1.00%. Equal payments of principal and interest were required to begin no later than 10 months following origination of the loan and were to be amortized over the remaining term of the loan. Pursuant to the terms of the CARES Act, the proceeds of each PPP Loan may be used for payroll costs, mortgage interest, rent or utility costs. The promissory note for each PPP Loan contained customary events of default relating to, among other things, payment defaults and breach of the representations and warranties or of provision of the relevant promissory note.

 

Under the terms of the CARES Act, each borrower could apply for and be granted forgiveness for all or a portion of the PPP Loan. During the years ended December 31, 2025, 2024, and 2023, the Company received principal debt forgiveness totaling approximately $0.0, $0.0 and $0.3 million, respectively.

 

On April 16, 2020, our Operating Partnership entered into a promissory note with Village Bank in connection with a PPP Loan and received proceeds of $333,500. The Company made monthly payments of $18,000 through December 25, 2025 to fully extinguish the loan.

 

On April 28, 2020, we entered into a promissory note and received proceeds of approximately $9.4 million under a PPP Loan from Fifth Third Bank, National Association. On December 9, 2022, the Company was notified it had received principal forgiveness in the amount of approximately $4.6 million made monthly payments of $56,809 through July 1, 2025 to fully extinguish the loan.

 

On May 6, 2020, we entered into a second promissory note with Fifth Third Bank, National Association and received proceeds of $952,700 under a PPP Loan. On February 3, 2023, the Company was notified it had received principal forgiveness in the amount of approximately $268,309 and made monthly payments of $13,402 through May 6, 2025 to fully extinguish the loan.

 

Revolving Line of Credit. In connection with the Merger Agreement, on October 24, 2025, the Operating Partnership entered into a Note KWHP providing for a revolving line of credit in the principal amount of up to $25.0 million. Interest accrues on the Note

at a floating rate equal to Term SOFR plus an applicable margin, initially 3.25% for nine months, then 7.50%, with a 3.35% SOFR floor. Interest is payable monthly and at maturity. Mandatory prepayments are required from asset sale or refinancing proceeds, and certain asset sales are restricted unless minimum proceeds are received. Each such prepayment permanently reduces the amount of the Revolving Commitment.

 

As of December 31, 2025, the outstanding balance on the revolving line of credit was $7.5 million.
v3.26.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

5. Commitments and Contingencies

Employment Agreements - The Company has entered into various employment contracts with employees that could result in obligations to the Company in the event of a change in control or termination without cause.

Management Agreements – As of December 31, 2025, our ten wholly-owned hotels, and our two condo-hotel rental programs, operated under management agreements with Our Town (see Note 8). The management agreements expire on March 31, 2035 and may be extended for up to two additional periods of five years each, subject to the approval of both parties. Each of the individual hotel management agreements may be terminated earlier than the stated term upon the sale of the hotel covered by the respective management agreement, in which case we may incur early termination fees.

Franchise Agreements – As of December 31, 2025, seven of our hotels operate under franchise licenses from national hotel companies. Under the franchise agreements, we are required to pay a franchise fee generally between 3.0% and 5.0% of room revenues, plus additional fees for marketing, central reservation systems, and other franchisor programs and services that amount to between 3.0% and 4.0% of gross revenues from the hotels. The franchise agreements currently in force expire between October 2024 and March 2038. Each of our franchise agreements provides for early termination fees in the event the agreement is terminated before the stated term.

Restricted Cash Reserves – Each month, we are required to escrow with the lenders on the Hotel Ballast, The DeSoto, the DoubleTree by Hilton Laurel, the DoubleTree by Hilton Jacksonville Riverside, the DoubleTree Resort by Hilton Hollywood Beach, the Hotel Alba, the Whitehall, the Hyatt Centric Arlington and the Georgian Terrace an amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties. The lenders on the DoubleTree Resort by Hilton Hollywood Beach as well as the Hotel Alba also require us to escrow an amount each month equal to one-twelfth (1/12) of the annual insurance premiums. Several of our lenders also required us to establish individual property improvement funds to cover the cost of replacing capital assets at our properties. Each month, those contributions equal 4.0% of gross revenues for the Hotel Ballast, The DeSoto, the DoubleTree by Hilton Laurel, the DoubleTree Resort by Hilton Hollywood Beach, the Hotel Alba, The Whitehall and the Georgian Terrace and equal 4.0% of room revenues for the DoubleTree by Hilton Philadelphia Airport and the Hyatt Centric Arlington.

ESOP Loan Commitment – The Company’s board of directors approved the ESOP on November 29, 2016, which was adopted by the Company in December 2016 and effective January 1, 2016. The ESOP is a non-contributory defined contribution plan covering all employees of the Company. The ESOP is a leveraged ESOP, meaning funds are loaned to the ESOP from the Company. The Company entered into a loan agreement with the ESOP on December 29, 2016, pursuant to which the ESOP may borrow up to $5.0 million to purchase shares of the Company’s common stock on the open market. Under the loan agreement, the aggregate principal amount outstanding at any time may not exceed $5.0 million and the ESOP may borrow additional funds up to that limit in the future, until December 29, 2036. At December 31, 2025, the loan was fully repaid, leaving capacity for additional borrowing of approximately $5.0 million under the commitment.

Litigation –We are involved in routine litigation arising out of the ordinary course of business, all of which we expect to be covered by insurance, and we believe it is not reasonably possible such matters will have a material adverse impact on our financial condition or results of operations or cash flows.
v3.26.1
Leases
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Leases

6. Leases

 

Lease Commitments – We are the lessee on certain ground leases, hotel equipment leases and office space leases. Leases with durations greater than 12 months are recognized on the consolidated balance sheets as ROU assets and lease liabilities. Our leases are classified as operating or finance leases. For leases with terms greater than 12 months, at inception of the lease, we recognize a ROU asset and lease liability at the estimated present value of the minimum lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Many of our leases include rental escalation clauses (including fixed scheduled rent increases) and renewal options that are factored into the determination of lease payments, when appropriate, which adjusts the present value of the remaining lease payments.

We determine the present value of the lease payments utilizing interest rates implicit in the lease, if determinable, or, if not, we estimate the incremental borrowing rate from information available at lease commencement, such as estimates of rates we would pay for senior collateralized loans with terms similar to each lease.

Operating Leases – The ROU asset operating leases that are connected to the hotel properties are primarily included in investment in hotel properties, net, with the related lease obligations included in accounts payable and accrued liabilities on the consolidated Balance Sheets. Other operating leases that are not connected to the hotel properties are reflected in prepaid expenses, inventory, and other assets with the related lease obligations included in accounts payable and accrued liabilities on the consolidated Balance Sheets. Lease expense is recognized on a straight-line basis over the term of the respective lease, and the value of each lease intangible is amortized over the term of the respective lease. Costs related to operating ground leases and hotel equipment leases are included in hotel operating expense and property taxes, insurance and other expense, and costs related to office space leases are included in general and administrative expense in our consolidated statements of operations.

As of December 31, 2025, the Company had the following significant operating leases:

We lease 2,086 square feet of commercial space next to The DeSoto for use as an office, retail or conference space, or for any related or ancillary purposes for the hotel and/or atrium space. In December 2007, we signed an amendment to the lease to include rights to the outdoor esplanade adjacent to the leased commercial space. The areas are leased under a six-year operating lease, which expired October 31, 2006 and has been renewed for the fourth of five optional five-year renewal periods expiring October 31, 2026. Rent expense for this operating lease for the twelve months ended December 31, 2025, 2024, and 2023, totaled $75,085, $75,085, and $83,932, respectively, and is included in indirect expenses.

We lease, as landlord, the entire fourteenth floor of The DeSoto hotel property to The Chatham Club, Inc. under a 99 year lease expiring July 31, 2086. This lease was assumed upon the purchase of the building under the terms and conditions agreed to by the previous owner of the property. No rental income is recognized under the terms of this lease as the original lump sum rent payment of $990 was received by the previous owner and not prorated over the life of the lease.

We lease land adjacent to the Hotel Alba Tampa for use as parking under a five-year renewable agreement with the Florida Department of Transportation that commenced in July 2009. In May 2014, we extended the agreement for an additional five years. We signed a new agreement in April 2019, which commenced in July 2019, goes for five years, and can be renewed for an additional five years. We have exercised the five year renewal, and the new agreement expires in July 2029, requires annual payments of $2,432, plus tax, and may be renewed for an additional five years. Rent expense for the twelve months ended December 31, 2025, 2024, and 2023 totaled $2,517, $2,567 and $2,602, respectively, and is included in indirect expenses.

We lease approximately 8,500 square feet of commercial office space in Williamsburg, Virginia under an agreement with a ten-year term beginning January 1, 2020. The initial annual rent under the agreement was $218,875, with the rent for each successive annual period increasing by 3.0% over the prior annual period’s rent. The annual rent will be offset by a tenant improvement allowance of $200,000, to be applied against one-half of each monthly rent payment until such time as the tenant improvement allowance is exhausted. In December 2023, we received a rent concession of $257,731 against accrued and unpaid rents as well as a reduction of future lease payments by one-third. Rent expense for the twelve months ended December 31, 2025, 2024, and 2023 totaled $171,895, $18,121 and $(85,759), respectively, and is included in general and administrative expenses.

We lease the parking garage and poolside cabanas associated with the Hyde Beach House. The parking and cabana lease requires us to make rental payments of $270,100 per year with increases of 5% every five years and has an initial term that expires in 2034 and which may be extended for four additional renewal periods of 5 years each. Rent expense for the twelve months ended December 31, 2025, 2024, and 2023, totaled $323,483, $323,483 and $271,000, respectively, and is included in indirect expenses.

Finance Leases – We lease the land underlying all of the Hyatt Centric Arlington hotel pursuant to a ground lease. The initial term of the ground lease required us to make rental payments of $50,000 per year in base rent and percentage rent equal to 3.5% of gross room revenue in excess of certain thresholds, as defined in the ground lease agreement. The ground lease allowed for five additional rental periods of 10 years each. Upon commencement of each renewal period, we will be required to make lease payments each year equal to 8.0% of the appraised value of the land. We exercised the renewal option for the first renewal period expiring July 1, 2035, during which total annual lease payments will be $1,792,000.

Upon the determination of the lease payments commencing during the first renewal period, the lease was reassessed and re-measured as a finance lease, which we record as a finance lease asset within investment in hotel properties, net and finance lease liability on our consolidated balance sheets. As a result of the reassessment and remeasurement, we recognized a finance lease asset of $22,716,081 and a finance lease liability of $22,400,000. In addition, our finance lease asset balance includes unamortized intangible asset for the below market ground lease assumed in 2018 with the purchase of the hotel. The finance lease asset is amortized over the term of the lease including renewal periods. Costs related to the finance lease asset are included in depreciation

and amortization expense and interest expense in the Company’s consolidated statements of operations.

As of December 31, 2025, the operating and finance lease term years, weighted-average discount rates, right of use assets and lease liabilities, are as follows:

 

 

 

December 31, 2025

 

 

 

 

Operating

 

Finance

 

Weighted-average remaining lease term, including reasonably certain extension options (years)

 

 

 

27.12

 

 

49.00

 

Weighted-average discount rate

 

 

 

8.01

%

 

7.42

%

 

 

 

 

 

 

 

Right of use assets

 

 

$

4,227,290

 

$

23,075,033

 

Lease liabilities

 

 

$

(4,698,771

)

$

(24,003,378

)

Lease Position as of December 31, 2025 and 2024– The following tables set forth the lease-related assets and liabilities included in the Company’s consolidated balance sheets as of December 31, 2025 and 2024;

 

Assets

Balance Sheet Classification

December 31, 2025

 

December 31, 2024

 

 

 

 

 

 

 

Right of use assets

Prepaid expenses, inventory and other assets

$

588,971

 

$

723,732

 

Right of use assets

Investment in hotel properties, net

 

3,638,319

 

 

3,727,805

 

Finance lease right of use assets

Investment in hotel properties, net

 

23,075,033

 

 

23,021,483

 

 

 

 

 

 

 

Total lease assets

 

$

27,302,323

 

$

27,473,020

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities

Accounts payable and accrued liabilities

$

4,698,771

 

$

4,874,919

 

Finance lease liabilities

Finance lease liabilities

 

24,003,378

 

 

23,201,751

 

Total lease liabilities

 

$

28,702,149

 

$

28,076,670

 

Lease Costs for the Twelve Months ended December 31, 2025, 2024, and 2023– The following table sets forth the lease costs related to the Company’s operating and finance ground leases included in the Company’s consolidated statement of operations for the twelve months ended December 31, 2025, 2024, and 2023:

 

 

Consolidated Statement of Operations

 

 

 

 

 

 

 

Classification

December 31, 2025

 

December 31, 2024

 

December 31, 2023

 

 

 

 

 

 

 

 

 

Operating lease costs:

 

 

 

 

 

 

 

Fixed

Corporate general and administrative

$

188,774

 

$

188,774

 

$

(73,104

)

 

Hotel operating expenses - Other operating

 

—

 

 

—

 

 

271,000

 

 

Hotel operating expenses - Indirect

 

412,691

 

 

468,407

 

 

164,330

 

Variable

Hotel operating expenses - Indirect

 

—

 

 

529,623

 

 

591,147

 

 

 

 

 

 

 

 

 

Finance lease costs:

 

 

 

 

 

 

 

Amortization of lease assets

Depreciation and amortization

 

518,814

 

 

188,346

 

 

—

 

Variable

Hotel operating expenses - Indirect

 

325,305

 

 

204,161

 

 

—

 

Interest on lease liabilities

Interest expense

 

936,682

 

 

622,249

 

 

4,486

 

Total lease costs

 

$

2,382,266

 

$

2,201,560

 

$

957,859

 

 

Undiscounted Cash Flows –The following table reconciles the undiscounted cash flows for each of the next five years and total of the remaining years to the operating lease liabilities and finance lease liabilities included in the Company’s consolidated balance sheet as of December 31, 2025:

 

 

December 31, 2025

 

 

 

Operating

 

Finance

 

 

 

 

 

 

 

December 31, 2026

 

$

574,776

 

$

1,888,913

 

December 31, 2027

 

 

572,184

 

 

1,881,630

 

December 31, 2028

 

 

560,531

 

 

1,873,335

 

December 31, 2029

 

 

569,472

 

 

1,844,397

 

December 31, 2030

 

 

397,713

 

 

1,808,662

 

December 31, 2031 and thereafter

 

 

9,883,920

 

 

79,743,998

 

Total undiscounted lease payments

 

 

12,558,596

 

 

89,040,935

 

Less imputed interest

 

 

(7,859,825

)

 

(65,037,557

)

Total lease liability

 

$

4,698,771

 

$

24,003,378

 

Lease Revenue – Several of our properties generate revenue from leasing the restaurant space within the hotel and space on the roofs of our hotels for antennas and satellite dishes. Leases for the restaurant space within the hotels are leased under 10-year leases which expire between September 2027 and May 2034 and include two additional 5-year renewal options. The leases require periodic increases in base rent and may require payments of percentage rent as well. Leases for the space on the roofs of our hotels for antennas and satellite dishes are leased under various periods ranging from 1 year to 10 years with renewal options for as many as five additional 5-year periods, with some exceptions. As of December 31, 2025, the leases for space on the roofs of our hotels expire between December 2025 and May 2034. Several leases require periodic increases in base rent. We account for the lease income as revenue from other operating departments within the consolidated statements of operations pursuant to the terms of each lease. Lease revenue for the twelve months ended December 31, 2025, 2024, and 2023, totaled approximately $1.4 million, $1.2 million, and $1.0 million, respectively.

A schedule of minimum future lease payments receivable for the remaining twelve-month periods is as follows:

 

 

 

December 31, 2026

$

1,002,097

 

December 31, 2027

 

734,574

 

December 31, 2028

 

500,751

 

December 31, 2029

 

507,625

 

December 31, 2030

 

432,869

 

December 31, 2031 and thereafter

 

979,074

 

Total

$

4,156,990

 
v3.26.1
Preferred Stock and Units
 12 Months Ended
Dec. 31, 2025
Preferred Stock And Units [Abstract]  
Preferred Stock and Units

7. Preferred Stock and Units

Preferred Stock - The Company is authorized to issue up to 11,000,000 shares of preferred stock. The following table sets forth our Cumulative Redeemable Perpetual Preferred Stock by series:

 

 

 

Per

 

 

 

 

 

Number of Shares

 

 

Quarterly

 

 

 

Annum

 

 

Liquidation

 

 

Issued and Outstanding as of

 

 

Distributions

 

Preferred Stock - Series

 

Rate

 

 

Preference

 

 

December 31, 2025

 

 

December 31, 2024

 

 

Per Share

 

Series B Preferred Stock

 

 

8.000

%

 

$

25.00

 

 

 

1,464,100

 

 

 

1,464,100

 

 

$

0.500000

 

Series C Preferred Stock

 

 

7.875

%

 

$

25.00

 

 

 

1,346,110

 

 

 

1,346,110

 

 

$

0.492188

 

Series D Preferred Stock

 

 

8.250

%

 

$

25.00

 

 

 

1,163,100

 

 

 

1,163,100

 

 

$

0.515625

 

 

The Company is obligated to pay cumulative cash distributions on the preferred stock at rates in the above table per annum of the $25.00 liquidation preference per share. Holders of the Company’s preferred stock are entitled to receive distributions when authorized by the Company’s board of directors out of assets legally available for the payment of distributions. The preferred stock is not redeemable by the holders, has no maturity date and is not convertible into any other security of the Company or its affiliates. Alternatively, the Company, at its option, may redeem the preferred stock in part or in full for the amount of the liquidation preference plus any dividends in arrears as well as a pro-rata distribution for the portion of the quarterly period ending on the date of redemption. Notwithstanding, upon a change in control, each holder of preferred stock may elect to exchange their stock for the consideration provided common stockholders at conversion ratios prescribed in the Articles Supplementary for each series of preferred stock.

 

On October 27, 2025, the Company announced that the record dates for the dividends on the Company’s Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock that were to be paid November 20, 2025 to stockholders of record as of October 31, 2025 have each been deferred. The payment of future dividends on all series of the Company’s preferred stock has been suspended.

 

The total undeclared and unpaid cash dividends due on the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock as of December 31, 2025, were $8,784,600, $7,950,470 and $7,196,681, respectively. Undeclared preferred cumulative dividends are reported on the statements of operations but are not considered payable until declared. The preferred stock is considered permanent equity and distributions accrete as distributions are declared. As of December 31, 2025 and 2024, there are cumulative undeclared preferred dividends of approximately $23.9 million and approximately $21.9 million, respectively.

Preferred Partnership Units – The Company is the holder of the Operating Partnership’s preferred partnership units and is entitled to receive distributions when authorized by the general partner of the Operating Partnership out of assets legally available for the payment of distributions. The following table sets forth our Cumulative Redeemable Perpetual Preferred Units by series:

 

 

 

Per

 

 

 

 

 

Number of Units

 

 

Quarterly

 

 

 

Annum

 

 

Liquidation

 

 

Issued and Outstanding as of

 

 

Distributions

 

Preferred Units - Series

 

Rate

 

 

Preference

 

 

December 31, 2025

 

 

December 31, 2024

 

 

Per Unit

 

Series B Preferred Units

 

 

8.000

%

 

$

25.00

 

 

 

1,464,100

 

 

 

1,464,100

 

 

$

0.500000

 

Series C Preferred Units

 

 

7.875

%

 

$

25.00

 

 

 

1,346,110

 

 

 

1,346,110

 

 

$

0.492188

 

Series D Preferred Units

 

 

8.250

%

 

$

25.00

 

 

 

1,163,100

 

 

 

1,163,100

 

 

$

0.515625

 

 

 

The Operating Partnership pays cumulative cash distributions on the preferred units at rates in the above table per annum of the $25.00 liquidation preference per unit. The Company, which is the holder of the Operating Partnership’s preferred units, is entitled to receive distributions when authorized by the Operating Partnership’s general partner out of assets legally available for the payment of distributions. The preferred units are not redeemable by the holder, have no maturity date and are not convertible into any other security of the Operating Partnership or its affiliates. The Company, as general partner, may cause the Operating Partnership to redeem preferred units in the Operating Partnership in conjunction with a redemption by the Company of its preferred stock.

 

In conjunction with the announcement by the Company on October 27, 2025, regarding the deferral of the previously announced record date for dividends on the Company’s Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the general partner has also deferred the record date for distributions on the Series B Preferred Units, Series C Preferred Units and Series D Preferred Units that were to be paid November 20, 2025 to stockholders of record as of October 31, 2025.

 

The total undeclared and unpaid cash dividends due on the Series B Preferred Units, Series C Preferred Units and Series D Preferred Units as of December 31, 2025, were $8,784,600, $7,950,470 and $7,196,681, respectively. Undeclared preferred cumulative dividends are reported on the statements of operations but are not considered payable until declared. The preferred partnership units are considered permanent equity and distributions accrete as distributions are declared. As of December 31, 2025

and 2024, there are cumulative undeclared preferred distributions to the Company from the Operating Partnership of approximately $23.9 million and approximately $21.9 million, respectively.

The following table presents the quarterly distributions in arrears that were paid by the Operating Partnership per Series B Preferred Unit and the quarterly dividends in arrears that were paid by the Company per share of Series B Preferred Stock, during the years ended December 31, 2025, 2024, and 2023:

 

Quarter Ended in Arrears

 

2025

 

 

2024

 

 

2023

 

March 31, 2020

 

$

-

 

 

$

-

 

 

$

0.500000

 

June 30, 2020

 

-

 

 

-

 

 

 

0.500000

 

September 30, 2020

 

-

 

 

-

 

 

 

0.500000

 

December 31, 2020

 

-

 

 

-

 

 

 

0.500000

 

March 31, 2021

 

-

 

 

-

 

 

 

0.500000

 

June 30, 2021

 

 

-

 

 

 

0.500000

 

 

-

 

September 30, 2021

 

 

-

 

 

 

0.500000

 

 

-

 

December 31, 2021

 

 

-

 

 

 

0.500000

 

 

-

 

March 31, 2022

 

 

-

 

 

 

0.500000

 

 

-

 

June 30, 2022

 

 

0.500000

 

 

-

 

 

-

 

September 30, 2022

 

 

0.500000

 

 

-

 

 

-

 

The following table presents the quarterly distributions in arrears that were paid by the Operating Partnership per Series C Preferred Unit and the quarterly dividends in arrears that were paid by the Company per share of Series C Preferred Stock, during the years ended December 31, 2025, 2024, and 2023:

 

Quarter Ended in Arrears

 

2025

 

 

2024

 

 

2023

 

March 31, 2020

 

$

-

 

 

$

-

 

 

$

0.492188

 

June 30, 2020

 

-

 

-

 

 

0.492188

 

September 30, 2020

 

-

 

-

 

 

0.492188

 

December 31, 2020

 

-

 

 

-

 

 

 

0.492188

 

March 31, 2021

 

-

 

-

 

 

0.492188

 

June 30, 2021

 

-

 

 

0.492188

 

-

 

September 30, 2021

 

-

 

 

0.492188

 

-

 

December 31, 2021

 

-

 

 

 

0.492188

 

 

-

 

March 31, 2022

 

-

 

 

0.492188

 

-

 

June 30, 2022

 

 

0.492188

 

 

-

 

 

-

 

September 30, 2022

 

 

0.492188

 

 

-

 

 

-

 

The following table presents the quarterly distributions in arrears that were paid by the Operating Partnership per Series D Preferred Unit and the quarterly dividends in arrears that were paid by the Company per share of Series D Preferred Stock, during the years ended December 31, 2025, 2024, and 2023:

 

Quarter Ended in Arrears

 

2025

 

 

2024

 

 

2023

 

March 31, 2020

 

$

-

 

 

$

-

 

 

$

0.515625

 

June 30, 2020

 

-

 

-

 

 

0.515625

 

September 30, 2020

 

-

 

-

 

 

0.515625

 

December 31, 2020

 

-

 

 

-

 

 

 

0.515625

 

March 31, 2021

 

-

 

-

 

 

0.515625

 

June 30, 2021

 

-

 

 

0.515625

 

-

 

September 30, 2021

 

-

 

 

0.515625

 

-

 

December 31, 2021

 

-

 

 

 

0.515625

 

 

-

 

March 31, 2022

 

-

 

 

0.515625

 

-

 

June 30, 2022

 

 

0.515625

 

 

-

 

 

-

 

September 30, 2022

 

 

0.515625

 

 

-

 

 

-

 
v3.26.1
Common Stock and Units
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Common Stock and Units

8. Common Stock and Units

Common Stock – The Company is authorized to issue up to 69,000,000 shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Holders of the

Company’s common stock are entitled to receive distributions when authorized by the Company’s board of directors out of assets legally available for the payment of distributions.

The following is a list of issuances during the years ended December 31, 2025, 2024, and 2023 of the Company’s common stock:

On May 1, 2025, three holders of limited partnership units in the Operating Partnership redeemed a total of 364,086 units for an equivalent number of shares of the Company’s common stock.

On January 2, 2025, the Company was issued 277,250 units in the Operating Partnership and the Company issued 15,000 restricted shares and 2,250 unrestricted shares of common stock to its independent directors and 260,000 unrestricted shares of common stock to its officers and employees.

On January 18, 2024, the Company was issued 152,360 units in the Operating Partnership and the Company issued 12,750 restricted shares of common stock to its independent directors and 139,610 vested shares of common stock to its officers and employees.

 

On August 30, 2023, one holder of partnership units in the Operating Partnership converted 133,099 units for an equivalent number of shares in the Company's stock.

 

On August 18, 2023, one holder of partnership units in the Operating Partnership converted 252,903 units for an equivalent number of shares in the Company's stock.

 

On April 28, 2023, one holder of partnership units in the Operating Partnership converted 75,000 units for an equivalent number of shares in the Company's stock.


On January 23, 2023, the Company was issued 205,000 units in the Operating Partnership and the Company issued 205,000 restricted shares of common stock to certain its officers and employees pursuant to their employment agreements.

 

On January 12, 2023, the Company was issued 15,000 units in the Operating Partnership and the Company issued 15,000 restricted shares of common stock to its independent directors and 64,278 vested shares of common stock to its independent directors and one officer.

As of December 31, 2025 and 2024, the Company had 20,490,501 and 19,849,165 shares of common stock outstanding, respectively.

Operating Partnership Units – Holders of Operating Partnership units, other than the Company as general partner, have certain redemption rights, which enable them to cause the Operating Partnership to redeem their units in exchange for shares of the Company’s common stock on a one-for-one basis or, at the option of the Company, cash per unit equal to the average of the market price of the Company’s common stock for the 10 trading days immediately preceding the notice date of such redemption. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the limited partners or the stockholders of the Company.

Since January 1, 2020, there have been no issuances or redemptions of units in the Operating Partnership other than the issuances of units in the Operating Partnership to the Company described above.

As of December 31, 2025 and 2024, the total number of Operating Partnership units outstanding was 20,490,601 and 20,213,351, respectively.

As of December 31, 2025 and 2024, the total number of outstanding units in the Operating Partnership not owned by the Company was 100 and 364,186, respectively, with a fair market value of approximately $215 and approximately $0.3 million, respectively, based on the price per share of the common stock on such respective dates.

Common Stock Dividends and Unit Distributions – The following table presents the quarterly stock dividends and unit distributions by us declared and payable per common stock/unit for the years ended December 31, 2025, 2024, and 2023:

 

Quarter Ended

 

2025

 

 

2024

 

 

2023

 

March 31,

 

$

-

 

 

$

-

 

 

$

-

 

June 30,

 

-

 

 

-

 

 

-

 

September 30,

 

-

 

 

-

 

 

-

 

December 31,

 

-

 

 

-

 

 

-

 

 

As of December 31, 2025 and 2024, there were unpaid common dividends and distributions to holders of record as of March 13, 2020 of approximately $2.0 million.
v3.26.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

9. Related Party Transactions

Our Town Hospitality. For the years ended December 31, 2025, 2024, and 2023, Our Town was the management company for each of our ten wholly-owned hotels, as well as the manager of our rental programs at the Lyfe Resort and Residences and the Hyde Beach House Resort & Residences. As of December 31, 2025, an affiliate of Andrew M. Sims, our Chairman, an affiliate of David R. Folsom, our President and Chief Executive Officer, and Andrew M. Sims Jr., son of Andrew M. Sims, beneficially owned approximately 58.0%, 6.50% and 15.0% , respectively, of the total outstanding ownership interests of Our Town and served on the its board of directors. The following is a summary of the transactions between Our Town and us:

Accounts Receivable – At December 31, 2025 and 2024, we were due approximately $0.02 million and $0.02 million, respectively, from Our Town Hospitality.

Accounts Payable – At December 31, 2025 and 2024, we owed Our Town approximately $1.0 million and $0.9 million, respectively.

Management Agreements – On September 6, 2019, we entered into a master agreement with Our Town related to the management of certain of our hotels, as amended on December 13, 2019 and amended and restated on November 6, 2024 (as amended, the “OTH Master Agreement”). On December 13, 2019, and subsequent dates we entered into a series of individual hotel management agreements for the management of our hotels. The hotel management agreements for each of our ten wholly-owned hotels and the two rental programs are each referred to as an “OTH Hotel Management Agreement” and, together, the “OTH Hotel Management Agreements”. The term of the OTH Hotel Management Agreements extends through March 31, 2035, and may be extended for two periods of five years each.

The OTH Master Agreement expires on March 31, 2035, but shall be extended beyond 2035 for such additional periods as an OTH Hotel Management Agreement remains in effect. The base management fees for each hotel under management with Our Town is 2.50%. For any new individual hotel management agreements, Our Town will receive a base management fee of 2.00% of gross revenues for the first full year from the commencement date through the anniversary date, 2.25% of gross revenues the second full year, and 2.50% of gross revenues for every year thereafter.

Each OTH Hotel Management Agreement sets an incentive management fee equal to 10.0% of the amount by which gross operating profit, as defined in the relevant management agreement, for a given year exceeds the budgeted gross operating profit for such year; provided, however, that the incentive management fee payable in respect of any such year shall not exceed 0.25% of the gross revenues of the hotel included in such calculation.

Each OTH Hotel Management Agreement may be terminated in connection with a Sale of the related hotel. The OTH Master Agreement limits the termination right upon a Sale of a hotel to a third party purchaser that is not an affiliate or a related person of the Operating Partnership, the Company or the TRS Lessee, and the transaction is for consideration consisting of cash or a mixture of cash, debt and marketable securities with an aggregate value at least equal to the fair market value of the hotel. A “Sale” is defined in each of the OTH Hotel Management Agreements as any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary of the landlord’s title in the hotel, or of a controlling interest therein, other than a collateral assignment intended to provide security for a loan, and includes any such disposition through the disposition of the ownership interests in the entity that holds such title and any lease or sublease of the hotel other than the hotel lease.

Each OTH Hotel Management Agreement provides for the payment of a termination fee upon the sale of the hotel equal to the lesser of the management fee paid with respect to the prior twelve months or the management fees paid for the number of months prior to the closing date of the hotel sale equal to the number of months remaining on the current term of the management agreement.

For the years ended December 31, 2025, 2024, and 2023, the base management fees earned by Our Town under the contract were approximately $4.5 million, $4.7 million and $4.5 million, respectively, and the incentive management fees earned by Our Town were approximately $0.0 million, $0.1 million and $0.2 million, respectively. Management fees are included in the consolidated statement of operations in indirect hotel operating expenses.

Sublease – On December 13, 2019, we entered into a sublease agreement with Our Town pursuant to which Our Town subleases 2,245 square feet of office space from the Company for a period of 5 years, with a 5-year renewal subject to approval by Sotherly, on terms and conditions similar to the terms of the prime lease entered into by the Company and the third-party owner of the property. In December 2023, the Company granted Our Town a lease concession in the amount of $143,774 in proportion to the rent concession the Company received under the prime lease. For the years ended December 31, 2025, 2024, and 2023, the Company recognized rent income from Our Town of $99,304, $135,511 and $24,755, respectively. Income under the sublease agreement is included in the consolidated statement of operations in corporate general and administrative expenses.

Employee Medical Benefits – We purchase employee medical benefits through Our Town (or its affiliate) for those employees that are employed by Our Town that work exclusively for our properties, starting January 1, 2020. For the years ended December 31, 2025, 2024, and 2023, the employer portion of the plan covering those employees that work exclusively at our properties under our management agreements with Our Town was approximately $3.7 million, $3.9 million and $2.7 million, respectively. Employee medical benefits is included in the consolidated statement of operations in hotel operating expenses.

Other Related Parties – The Company employed Robert E. Kirkland IV, the son-in-law of our Chairman, who served as General Counsel, as an employee. Prior to September 1, 2025, the Company also employed Andrew M. Sims, Jr. the son of our Chairman, as Vice President – Operations & Investor Relations. Compensation for these two employees, including benefits, for the years ended December 31, 2025, 2024, and 2023, totaled $589,331, $804,223 and $549,088 respectively. Compensation costs for these individuals is included in the consolidated statement of operations in corporate general and administrative expenses.

On August 18, 2023, a trust in which our Chairman has a beneficial interest converted 252,903 partnership units for an equivalent number of shares in the Company’s common stock, pursuant to the terms of the partnership agreement.

On August 30, 2023, a trust controlled by one of our directors converted 133,099 partnership units for an equivalent number of shares in the Company’s common stock, pursuant to the terms of the partnership agreement.

On April 28, 2023, a trust in which our Chairman has a beneficial interest converted 75,000 partnership units for an equivalent number of shares in the Company’s common stock, pursuant to the terms of the partnership agreement.
v3.26.1
Retirement Plans
 12 Months Ended
Dec. 31, 2025
Retirement Benefits [Abstract]  
Retirement Plans

10. Retirement Plans

401(k) Plan - The Company maintains a 401(k) plan for qualified employees. Prior to May 16, 2020, the plan was subject to “safe harbor” provisions requiring that we match 100.0% of the deferral equal to 3.0% of eligible employee compensation and 50.0% of the deferral equal to the next 2.0% of eligible employee compensation. All employer matching funds vested immediately in accordance with the “safe harbor” provisions. For the year ended December 31, 2021, the Company elected to make a discretionary contribution of 3.0% of eligible employee compensation in order to comply with requirements associated with top-heavy plans. The Company's contributions to the plan for the years ended December 31, 2025, 2024, and 2023, were $85,883, $88,139 and $84,573, respectively.

Employee Stock Ownership Plan - The Company adopted an ESOP effective January 1, 2016, which is a non-contributory defined contribution plan covering all employees of the Company. The Company sponsors and maintains the ESOP and related trust for the benefit of its eligible employees. The ESOP is a leveraged ESOP, with funds loaned to the ESOP from the Company. The Company entered into a loan agreement with the ESOP on December 29, 2016, pursuant to which the ESOP may maintain aggregate borrowings of up to $5.0 million to purchase shares of the Company’s common stock on the open market, which serve as collateral for the loan. Coincident with the loan between the Company and the ESOP, the Operating Partnership entered into a loan with the Company to facilitate borrowings between the Company and the ESOP.

Between January 3, 2017 and February 28, 2017, the Company’s ESOP purchased 682,500 shares of the Company’s common stock of an aggregate cost of approximately $4.9 million. Shares purchased by the ESOP are held in a suspense account for allocation among participants. Dividends on the shares in the ESOP as well as contributions by the Company are used to make repayment on loan to the Company. Shares are released based on the ratio of each loan repayment to the projected future loan repayments.

Committed-to-be-released shares are allocated to plan participants on the last day of the plan year. The share releases are accounted for at fair value on the date of each loan repayment.

At December 31, 2025 and 2024, a total of 659,212 and 538,511 shares with a fair value of $1,417,306 and $501,569, respectively, were allocated to participants accounts. The Company recognized compensation cost of $79,038, $125,497 and $171,896 during the years ended December 31, 2025, 2024, and 2023, respectively. At December 31, 2025, all the shares in the ESOP had been allocated.

The share allocations are accounted for at fair value on the date of allocation as follows:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

Number of Shares

 

 

Fair Value

 

 

Number of Shares

 

 

Fair Value

 

Allocated shares

 

 

659,212

 

 

$

1,417,306

 

 

 

538,511

 

 

$

501,569

 

Committed to be released shares

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Allocated and Committed-to-be-Released

 

 

659,212

 

 

$

1,417,306

 

 

 

538,511

 

 

$

501,569

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated shares

 

 

—

 

 

 

—

 

 

 

120,701

 

 

 

112,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total ESOP Shares

 

 

659,212

 

 

$

1,417,306

 

 

 

659,212

 

 

$

613,990

 
v3.26.1
Indirect Hotel Operating Expenses
 12 Months Ended
Dec. 31, 2025
Other Income and Expenses [Abstract]  
Indirect Hotel Operating Expenses

11. Indirect Hotel Operating Expenses

Indirect hotel operating expenses consist of the following expenses incurred by the hotels:

 

 

 

 

 

 

 

 

 

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

15,942,062

 

 

$

16,079,144

 

 

$

16,095,696

 

General and administrative

 

 

14,812,359

 

 

 

15,113,649

 

 

 

14,105,674

 

Repairs and maintenance

 

 

8,558,585

 

 

 

9,070,165

 

 

 

8,634,637

 

Utilities

 

 

6,737,987

 

 

 

6,149,994

 

 

 

5,873,095

 

Property taxes

 

 

6,361,005

 

 

 

5,751,544

 

 

 

5,241,790

 

Management fees, including incentive

 

 

4,536,703

 

 

 

4,767,469

 

 

 

4,659,261

 

Franchise fees

 

 

4,131,054

 

 

 

4,286,432

 

 

 

4,271,435

 

Insurance

 

 

6,655,393

 

 

 

6,347,150

 

 

 

5,842,930

 

Information and telecommunications

 

 

3,804,604

 

 

 

4,010,693

 

 

 

3,779,019

 

Other

 

 

872,410

 

 

 

1,270,782

 

 

 

1,126,187

 

Total indirect hotel operating expenses

 

$

72,412,162

 

 

$

72,847,022

 

 

$

69,629,724

 
v3.26.1
Income Taxes
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes

12. Income Taxes

The Company has elected to be treated as a REIT under the provision of the Internal Revenue Code, which requires that it distribute at least 90% of its taxable income annually to our stockholders and comply with certain other organizational and operating requirements. As a REIT, the Company is generally not subject to federal corporate income tax on the portion of its taxable income that is paid to stockholders within the same tax year. However, as a REIT, the Company is still subject to certain state and local taxes

on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, its taxable REIT subsidiaries are subject to federal, state and local taxes.

For income tax purposes, dividends paid on the Company’s preferred stock were 100.0% taxable as ordinary non-qualified income.

The components of the income tax expense (benefit) for the years ended December 31, 2025, 2024, and 2023 are as follows:

 

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

—

 

 

$

—

 

 

$

—

 

State

 

 

50,120

 

 

 

132,491

 

 

 

(304,947

)

 

 

50,120

 

 

 

132,491

 

 

 

(304,947

)

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

(194,932

)

 

 

(1,109,938

)

 

 

(1,559,177

)

State

 

 

8,146

 

 

 

(210,919

)

 

 

(254,558

)

Subtotals

 

 

(186,786

)

 

 

(1,320,857

)

 

 

(1,813,735

)

Change in deferred tax valuation allowance

 

 

186,786

 

 

 

1,320,857

 

 

 

1,813,735

 

 

 

 

—

 

 

 

—

 

 

 

—

 

Income tax expense (benefit)

 

$

50,120

 

 

$

132,491

 

 

$

(304,947

)

 

A reconciliation of the U.S. statutory federal income tax expense (benefit) to the Company’s provision for income tax is as follows:

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

December 31, 2025

Statutory federal income tax expense (benefit)

 

$

(1,623,092

)

 

 

21.0

 

%

Nontaxable and nondeductible items

 

 

 

 

 

 

 

Federal tax impact of REIT election

 

 

1,433,531

 

 

 

(18.6

)

%

Federal impact of PPP loan forgiveness

 

 

—

 

 

 

—

 

%

State income taxes, net of federal income tax effect (1)

 

 

52,895

 

 

 

(0.7

)

%

Change in valuation allowance

 

 

186,786

 

 

 

(2.4

)

%

Income tax expense (benefit)

 

$

50,120

 

 

 

(0.7

)

%

 

 

 

 

 

 

 

 

(1) For the year ended December, 31 2025 , state and local income taxes in Texas comprise the majority

(greater than 50 percent) of the tax effect in this category.

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Statutory federal income tax expense

 

$

275,593

 

 

$

736,001

 

Federal tax impact of REIT election

 

 

(1,357,871

)

 

 

(2,231,835

)

Statutory federal income tax expense (benefit) at TRS

 

 

(1,082,278

)

 

 

(1,495,834

)

Federal impact of PPP loan forgiveness

 

 

—

 

 

 

(56,470

)

State income tax benefit, net of federal expense (benefit)

 

 

(106,088

)

 

 

(566,378

)

Change in valuation allowance

 

 

1,320,857

 

 

 

1,813,735

 

Income tax expense (benefit)

 

$

132,491

 

 

$

(304,947

)

 

The Company paid income taxes as follows:

 

 

 

Year Ended

 

 

 

December 31, 2025

 

 

 

 

 

U.S. federal

 

$

—

 

U.S. state and local

 

 

 

Maryland

 

 

38,712

 

Pennsylvania

 

 

60,691

 

Texas

 

 

43,886

 

Other

 

 

75

 

Total U.S. state and local

 

 

143,364

 

Total income taxes paid, net of refunds

 

$

143,364

 

Deferred income taxes are recognized for temporary differences between the financial reporting bases of asset and liabilities and their respective tax bases and for operating losses and tax credit carryforwards based on enacted tax rates expected to be in effect when such amounts are realized. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realizable based on consideration of available evidence, including future reversal of taxable temporary differences, projected taxable income and tax planning strategies.

Due to the uncertainty of realizing the loss in future years attributable to the changes in travel demand and market conditions in various markets in which the Company does business and the effectiveness of the Company’s tax planning strategies, as of December 31, 2025, the Company believes it is more likely than not that the Company will not realize the benefits of these assets. Therefore, the Company has determined that a full valuation allowance should be recorded against the deferred tax asset. The amount of the deferred tax assets considered unrealizable, however, could change in the future based on revised estimates of future taxable income during the carryforward period.

The significant components of our deferred tax asset as of December 31, 2025 and 2024, are as follows:

 

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

Deferred tax asset:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

13,321,350

 

 

$

13,247,852

 

Accrued compensation

 

 

123,117

 

 

 

549,538

 

Accrued expenses and other

 

 

1,056,700

 

 

 

516,991

 

 

 

 

14,501,167

 

 

 

14,314,381

 

Less: Valuation allowance

 

 

(14,501,167

)

 

 

(14,314,381

)

     Total

 

$

—

 

 

$

—

 
v3.26.1
Earnings (Loss) per Share and per Unit
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Earnings (Loss) per Share and per Unit

13. Earnings (Loss) per Share and per Unit

Earnings (Loss) Per Share. The limited partners’ outstanding limited partnership units in the Operating Partnership (which may be redeemed for common stock upon notice from the limited partner and following our election to redeem the units for stock rather than cash) have been excluded from the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of income would also be added back to net loss. The shares of the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock are not convertible into or exchangeable for any other property or securities of the Company, except upon the occurrence of a change of control and have been excluded from the diluted earnings per share calculation as there would be no impact on the current controlling stockholders. For the years ended December 31, 2025, 2024, and 2023, the amount of 0, 120,701 and 247,043 non-committed, unearned ESOP shares are treated as reducing the number of issued and outstanding common shares and similarly reducing the weighted average number of common shares outstanding, respectively. The effect of allocated and committed to be released shares during the years ended December 31, 2025, 2024, and 2023, have not been included in the weighted

average diluted earnings per share calculation, since there would be an anti-dilutive effect from the dilution by these shares, although the amount of compensation for allocated shares is reflected in net loss available to common stockholders for basic computation.

The computation of the Company’s basic net earnings (loss) per share is presented below:

 

 

Twelve Months Ended

 

 

Twelve Months Ended

 

 

Twelve Months Ended

 

 

December 31, 2025

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

Net (loss) income

$

(7,779,133

)

 

$

1,179,854

 

 

$

3,809,711

 

Less: Net loss (income) allocated to participating share awards

 

35,531

 

 

 

(13,194

)

 

 

(49,118

)

Net loss attributable to non-controlling interest

 

92,124

 

 

 

122,515

 

 

 

131,710

 

Undeclared distributions to preferred stockholders

 

(7,977,251

)

 

 

(7,977,250

)

 

 

(7,977,250

)

Net loss attributable to common stockholders for EPS computation

$

(15,628,729

)

 

$

(6,688,075

)

 

$

(4,084,947

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

Weighted average number common shares outstanding for basic EPS computation

 

20,247,077

 

 

 

19,417,448

 

 

 

18,843,032

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share:

 

 

 

 

 

 

 

 

Undistributed loss

$

(0.77

)

 

$

(0.34

)

 

$

(0.22

)

Total basic and diluted

$

(0.77

)

 

$

(0.34

)

 

$

(0.22

)

 

 

 

 

 

 

 

 

 

 

The accounting for unvested share-based payment awards (share-based awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid), are participating securities and included in the computation of basic earnings per share. Our grants of restricted stock awards to our employees and directors are considered participating securities, and we have prepared our earnings per share calculations to include outstanding unvested restricted stock awards in the numerator for basic weighted average shares outstanding calculation. However, since the participating outstanding unvested restricted stock awards of 26,940 and 25,936 as of December 31, 2024 and 2023, respectively, in the denominator are anti-dilutive, due to net losses, they are not included in a dilutive calculation.

 

Earnings (Loss) Per Unit. The Series B Preferred Units, Series C Preferred Units, and Series D Preferred Units are not convertible into or exchangeable for any other property or securities of the Operating Partnership, except upon the occurrence of a change of control and have been excluded from the diluted earnings per unit calculation as there would be no impact on the current unitholders. The number of non-committed, unearned shares in the Company’s ESOP have no impact on the calculation of the loss per unit in the Operating Partnership.

 

 

 

 

 

 

 

The computation of basic earnings (loss) per general and limited partnership unit in the Operating Partnership is presented below:

 

 

Twelve Months Ended

 

 

Twelve Months Ended

 

 

Twelve Months Ended

 

 

December 31, 2025

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

Net (loss) income

$

(7,779,133

)

 

$

1,179,854

 

 

$

3,809,711

 

Less: Net loss (income) allocated to participating unit awards

 

35,531

 

 

 

(13,194

)

 

 

(49,118

)

Undeclared distributions to preferred unitholders

 

(7,977,251

)

 

 

(7,977,250

)

 

 

(7,977,250

)

Net loss attributable to unitholders for EPU computation

$

(15,720,853

)

 

$

(6,810,590

)

 

$

(4,216,657

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

Weighted average number of units outstanding for basic EPU computation

 

20,384,444

 

 

 

19,997,274

 

 

 

19,808,602

 

Effect of dilutive participating securities:

 

 

 

 

 

 

 

 

Basic and diluted net income (loss) per unit:

 

 

 

 

 

 

 

 

Undistributed loss

$

(0.77

)

 

$

(0.34

)

 

$

(0.21

)

Total basic and diluted

$

(0.77

)

 

$

(0.34

)

 

$

(0.21

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accounting for unvested unit-based payment awards (unit-based awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid), are participating securities and included in the computation of basic earnings per unit. Our grants of restricted unit awards to our employees and directors are considered participating securities, and we have prepared our earnings per unit calculations to include outstanding unvested restricted unit awards in the numerator for basic weighted average shares outstanding calculation. However, since the participating outstanding unvested restricted unit awards 26,940 and 25,936 as of December 31, 2024 and 2023, respectively, in the denominator are anti-dilutive, due to net losses, they are not included in a dilutive calculation.
v3.26.1
Quarterly Operating Results - Unaudited
 12 Months Ended
Dec. 31, 2025
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Operating Results - Unaudited

14. Quarterly Operating Results - Unaudited

 

 

 

Quarters Ended 2025

 

 

 

March 31

 

 

June 30

 

 

September 30

 

 

December 31

 

Total revenue

 

$

48,312,344

 

 

$

48,794,144

 

 

$

38,013,122

 

 

$

41,267,618

 

Total operating expenses

 

 

42,199,620

 

 

42,219,391

 

 

37,498,364

 

 

41,773,580

 

Net operating income (loss)

 

$

6,112,724

 

 

$

6,574,753

 

 

$

514,758

 

 

$

(505,962

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

4,733,526

 

 

$

1,556,424

 

 

$

(5,558,390

)

 

$

(8,510,693

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders

 

$

2,690,529

 

 

$

(416,328

)

 

$

(7,484,536

)

 

$

(10,453,925

)

Income (loss) per share attributable to common stockholders– basic and diluted

 

$

0.13

 

 

$

(0.02

)

 

$

(0.37

)

 

$

(0.51

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to operating partnership unitholders

 

$

2,739,214

 

 

$

(437,889

)

 

$

(7,552,703

)

 

$

(10,505,006

)

Income (loss) per unit attributable to operating partnership unitholders– basic and diluted

 

$

0.13

 

 

$

(0.02

)

 

$

(0.37

)

 

$

(0.51

)

 

 

 

 

Quarters Ended 2024

 

 

 

March 31

 

 

June 30

 

 

September 30

 

 

December 31

 

Total revenue

 

$

46,548,432

 

$

50,694,367

 

$

40,699,981

 

$

43,951,507

 

Total operating expenses

 

 

40,874,320

 

 

41,394,584

 

 

38,945,047

 

 

40,032,474

 

Net operating income

 

$

5,674,112

 

$

9,299,783

 

$

1,754,934

 

$

3,919,033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,322,821

 

 

$

4,664,232

 

 

$

(3,689,621

)

 

$

(1,117,578

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders

 

$

(659,373

)

$

2,621,768

 

$

(5,603,761

)

$

(3,033,515

)

Income (loss) per share attributable to common stockholders– basic and diluted

 

$

(0.03

)

$

0.13

 

$

(0.29

)

$

(0.15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to operating partnership unitholders

 

$

(671,491

)

 

$

2,669,919

 

 

$

(5,683,934

)

 

$

(3,111,890

)

Income (loss) per unit attributable to operating partnership unitholders– basic and diluted

 

$

(0.03

)

 

$

0.13

 

 

$

(0.28

)

 

$

(0.16

)
v3.26.1
Segment Information
 12 Months Ended
Dec. 31, 2025
Segment Reporting [Abstract]  
Segment Information

15. Segment Information

 

The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer.

 

The CODM separately evaluates the performance of each of the Company’s hotel properties and each hotel property is an operating segment. However, because each of the hotels has similar economic characteristics, facilities, and services, the hotel properties have been aggregated into a single reportable segment.

 

The hotel segment revenues are derived from the operation of hotel properties. The hotel segment generates room revenue by renting hotel rooms to customers at the Company’s hotel properties. The hotel segment generates food and beverage revenue from the sale of food and beverage to customers at the Company’s hotel properties. The hotel segment generates other revenue from parking fees, resort fees, gift shop sales and other guest service fees at the Company’s hotel properties.

 

The CODM assesses performance for the hotel segment and decides how to allocate resources based on Hotel EBITDA, which is a non-GAAP financial measure. We define Hotel EBITDA as net income or loss excluding: (1) interest expense, (2) interest income, (3) income tax expense or benefit, (4) depreciation and amortization, (5) impairment of long-lived assets or investments, (6) gains and losses on disposal and/or sale of assets, (7) gains and losses on involuntary conversions of assets, (8) realized and unrealized gains and losses on derivative instruments not included in other comprehensive income, (9) other income at the properties, (10) loss on early debt extinguishment, (11) Paycheck Protection Program (PPP) debt forgiveness, (12) gain on exercise of development right, (13) corporate general and administrative expense, and (14) other income.

 

The following table presents information about profit or loss for the hotel segment:

 

 

 

 

For the Years Ended December 31,

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 

 

 

 

 

 

Rooms department

 

 

$

114,400,434

 

 

$

119,079,903

 

 

$

114,748,834

 

Food and beverage department

 

 

 

36,458,606

 

 

 

36,626,906

 

 

 

35,231,959

 

Other operating departments

 

 

 

25,528,188

 

 

 

26,187,478

 

 

 

23,857,264

 

Total revenue

 

 

 

176,387,228

 

 

 

181,894,287

 

 

 

173,838,057

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

Hotel operating expenses

 

 

 

 

 

 

 

 

 

 

Rooms department

 

 

 

26,732,018

 

 

 

27,376,330

 

 

 

26,177,539

 

Food and beverage department

 

 

 

25,606,512

 

 

 

25,429,218

 

 

 

24,211,133

 

Other operating departments

 

 

 

9,184,742

 

 

 

9,428,889

 

 

 

9,031,960

 

Indirect

 

 

 

72,412,162

 

 

 

72,847,022

 

 

 

69,629,724

 

Total hotel operating expenses

 

 

 

133,935,434

 

 

 

135,081,459

 

 

 

129,050,356

 

 

 

 

 

 

 

 

 

 

 

 

Hotel EBITDA

 

 

$

42,451,794

 

 

$

46,812,828

 

 

$

44,787,701

 

 

 

The following table provides a reconciliation of the hotel segment profit and loss to the Company’s consolidated totals:

 

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Net (loss) income

 

$

(7,779,133

)

 

$

1,179,854

 

 

$

3,809,711

 

Interest expense

 

 

24,799,871

 

 

 

20,882,681

 

 

 

17,588,091

 

Interest income

 

 

(252,961

)

 

 

(692,756

)

 

 

(802,183

)

Income tax expense (benefit)

 

 

50,120

 

 

 

132,491

 

 

 

(304,947

)

Depreciation and amortization

 

 

19,658,902

 

 

 

19,380,906

 

 

 

18,788,748

 

Impairment of investment in hotel properties, net

 

 

1,310,308

 

 

 

-

 

 

 

-

 

Realized and unrealized (gain) loss on hedging activities

 

 

(131,803

)

 

 

(104,211

)

 

 

737,682

 

Loss on early debt extinguishment

 

 

463,195

 

 

 

241,878

 

 

 

—

 

Gain on disposal of assets

 

 

—

 

 

 

(4,400

)

 

 

(4,700

)

PPP loan forgiveness

 

 

—

 

 

 

—

 

 

 

(275,494

)

Other income

 

 

(467,599

)

 

 

(489,267

)

 

 

(456,388

)

Net gain on involuntary conversion of assets

 

 

(3,985,417

)

 

 

(502,808

)

 

 

(1,371,041

)

Corporate general and administrative expenses

 

 

8,786,311

 

 

 

6,788,460

 

 

 

7,078,222

 

Hotel EBITDA

 

$

42,451,794

 

 

$

46,812,828

 

 

$

44,787,701

 

 

A measure of segment assets is not currently provided to the CODM and has therefore not been included herein.
v3.26.1
Subsequent Events
 12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

16. Subsequent Events

 

On February 12, 2026, the Company and the Parent Parties completed the transactions contemplated by the Merger Agreement. Upon completion of the Merger, the Company survived as a wholly owned subsidiary of Parent and the separate existence of the Merger Sub ceased. As a result of the Merger, limited partnership units not owned by the Company were purchased by an affiliate of Parent for the same per share Merger Consideration that each share of Company Common Stock received pursuant to the Merger Agreement. In connection with the Merger, the Company received approximately $21.2 million in additional paid-in-capital.

 

On February 12, 2026, in connection with the consummation of the Merger and as required by the Merger Agreement, Andrew M. Sims resigned as Chairman of the Board of Directors of the Company, David R. Folsom resigned as the President and Chief Executive Officer of the Company, Anthony E. Domalski resigned as the Vice President, Chief Financial Officer and Secretary of the Company, Scott M. Kucinski resigned as the Executive Vice President and Chief Operating Officer of the Company, and Robert E. Kirkland IV resigned as General Counsel and Chief Compliance Officer of the Company. Messrs. Sims, Folsom, Domalski, Kucinski and Kirkland received payments in accordance with the change of control provision of their respective employment agreements totaling approximately $7.3 million.

 

Pursuant to the terms and conditions set forth in the Merger Agreement, the unvested shares issued under the Company’s 2022 Plan were canceled. Holders of those unvested shares were given the right to receive the same per share Merger Consideration that all other stockholders were entitled to receive under the Merger Agreement. Additionally, the Company’s 401(k) and ESOP plans were terminated.

 

On February 12, 2026, in connections with the Merger and pursuant to the Asset Purchase Agreement between Our Town and Parent, the Company terminated the OTH Master Management Agreement and each OTH Hotel Management Agreement. Termination fees totaled $9.7 million.

On February 12, 2026, in connection with the Merger, the Company secured an approximately $243.0 million mortgage loan on the DoubleTree by Hilton Laurel, DoubleTree by Hilton Philadelphia Airport, DoubleTree by Hilton Jacksonville Riverfront, The Georgian Terrace, The Whitehall, Hotel Ballast, DoubleTree Resort by Hilton Hollywood Beach, and Hyatt Centric Arlington with various affiliates of Apollo Global Management, Inc. The loan may be increased to as much as $308.0 million pursuant to certain terms and provisions including the pledge of additional collateral. Pursuant to the loan documents, the mortgage loan: (i) has an initial term of 3 years maturing on February 12, 2029 with two (2) extension options of one (1) year each, subject to certain terms and conditions; (ii) requires monthly payments of interest at a floating interest rate of SOFR plus 3.60%; (iii) is guaranteed by an affiliate of Parent; (iv) cannot be prepaid in whole or in part before August 1, 2027 without penalty; (v) required the Company to enter into an interest-rate cap agreement with (A) a notional amount equal to the balance of the loan; (B) a strike rate of 5.50% indexed to SOFR and (C) a term expiring no later than the maturity date of the loan; and (vi) contains customary representations, warranties, covenants and events of default for a mortgage loan. Proceeds of the loan were used to repay existing indebtedness.

On February 12, 2026, in connection with the Merger, the Company secured an approximately $26.7 million loan with an affiliate of Ascendant Capital Partners LP. The loan may be increased to as much as $45.0 million pursuant to certain terms and conditions. Pursuant to the loan documents, the loan: (i) has an initial term of four (4) years term maturing on February 12, 2030 with one (1) extension option of one (1) year, subject to certain terms and conditions; (ii) requires quarterly payments of interest at a fixed rate of 16.0% for the first year of the loan term, increasing to 16.25% for the second year of the loan term, and increasing to 16.50% for the remainder of the loan term; (iii) is guaranteed by an affiliate of Parent; (iv) requires mandatory partial prepayment coincident with the sale of property collateralized by the mortgage loan with affiliates of Apollo Global Management, Inc.; and (vi) contains customary representations, warranties, covenants and events of default for a mezzanine loan. Proceeds of the loan were used to repay existing indebtedness.

On March 24, 2026, we received additional proceeds from the mortgage loan with affiliates of Apollo Global Management Inc. in the amount of $15.0 million; additional proceeds from the loan with an affiliate of Ascendant Capital Partners LP in the amount of approximately $13.3; and an equity contribution of approximately $22.7 million from our sole stockholder. The equity proceeds received by the Company were contributed to the Operating Partnership.

On March 25, 2026, we redeemed in connection with the Merger, holders of 1,188,042 shares of the Company’s Series B Preferred Stock exercised their Change of Control Conversion Right described in the Articles Supplementary. The Company canceled the shares in exchange for approximately $22.2 million. Additionally, holders of 1,202,415 shares of the Company’s Series C Preferred Stock exercised their Change of Control Conversion Right described in the Articles Supplementary. The Company canceled the shares in exchange for approximately $23.0. Lastly, holders of 820,066 shares of the Company’s Series D Preferred Stock exercised their Change of Control Conversion Right described in the Articles Supplementary. The Company canceled the shares in exchange for approximately $13.7 million.

On April 8, 2026, we received additional proceeds from the mortgage loan with affiliates of Apollo Global Management Inc. in the amount of approximately $35.0 million providing the Hotel Alba as additional collateral for the mortgage loan. Proceeds of the loan as well as working capital were used to repay the existing indebtedness on the Hotel Alba and fees associated with the transaction.

 


 
v3.26.1
Schedule III - Real Estate and Accumulated Depreciation
 12 Months Ended
Dec. 31, 2025
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]  
Schedule III - Real Estate and Accumulated Depreciation

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

AS OF DECEMBER 31, 2025

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Costs Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Life on

 

 

 

 

Initial Costs

 

 

Subsequent to Acquisition

 

 

Gross Amount At End of Year

 

 

Accumulated

 

 

 

 

 

 

Which

 

 

 

 

 

 

 

Building &

 

 

 

 

 

Building &

 

 

 

 

 

Building &

 

 

 

 

 

Depreciation

 

 

Date of

 

Date

 

Depreciation

Description

Encumbrances

 

 

Land

 

 

Improvements

 

 

Land

 

 

Improvements

 

 

Land

 

 

Improvements

 

 

Total

 

 

& Impairment

 

 

Construction

 

Acquired

 

is Computed

The DeSoto – Savannah, Georgia

$

42,000

 

 

$

600

 

 

$

13,562

 

 

$

948

 

 

$

29,717

 

 

$

1,548

 

 

$

43,279

 

 

$

44,827

 

 

$

(20,232

)

 

1968

 

2004

 

3-39 years

DoubleTree by Hilton Jacksonville
Riverfront – Jacksonville, Florida

 

25,592

 

 

 

7,090

 

 

 

14,604

 

 

 

546

 

 

 

12,181

 

 

 

7,636

 

 

 

26,785

 

 

 

34,421

 

 

 

(12,982

)

 

1970

 

2005

 

3-39 years

DoubleTree by Hilton Laurel – Laurel,
Maryland

 

10,000

 

 

 

900

 

 

 

9,443

 

 

 

77

 

 

 

6,550

 

 

 

977

 

 

 

15,993

 

 

 

16,970

 

 

 

(8,672

)

 

1985

 

2004

 

3-39 years

DoubleTree by Hilton Philadelphia
Airport – Philadelphia, Pennsylvania

 

35,915

 

 

 

2,100

 

 

 

22,031

 

 

 

450

 

 

 

9,893

 

 

 

2,550

 

 

 

31,924

 

 

 

34,474

 

 

 

(16,115

)

 

1972

 

2004

 

3-39 years

DoubleTree Resort by Hilton
Hollywood Beach - Hollywood
Beach, Florida

 

48,967

 

 

 

22,865

 

 

 

67,660

 

 

 

830

 

 

 

10,006

 

 

 

23,695

 

 

 

77,666

 

 

 

101,361

 

 

 

(22,313

)

 

1972

 

2015

 

3-39 years

Georgian Terrace – Atlanta, Georgia

 

33,470

 

 

 

10,128

 

 

 

45,386

 

 

 

(1,135

)

 

 

11,762

 

 

 

8,993

 

 

 

57,148

 

 

 

66,141

 

 

 

(18,480

)

 

1911

 

2014

 

3-39 years

Hotel Alba Tampa, Tapestry Collection
by Hilton – Tampa, Florida

 

35,000

 

 

 

4,153

 

 

 

9,670

 

 

 

1,909

 

 

 

27,227

 

 

 

6,062

 

 

 

36,897

 

 

 

42,959

 

 

 

(16,621

)

 

1973

 

2007

 

3-39 years

Hotel Ballast Wilmington,
Tapestry Collection by Hilton – Wilmington,
North Carolina

 

28,742

 

 

 

785

 

 

 

16,829

 

 

 

1,002

 

 

 

17,230

 

 

 

1,787

 

 

 

34,059

 

 

 

35,846

 

 

 

(20,035

)

 

1970

 

2004

 

3-39 years

Hyatt Centric Arlington - Arlington,
Virginia

 

44,118

 

 

 

191

 

 

 

70,369

 

 

 

79

 

 

 

3,053

 

 

 

270

 

 

 

73,422

 

 

 

73,692

 

 

 

(14,777

)

 

 

 

2018

 

3-39 years

The Whitehall – Houston, Texas

 

13,486

 

 

 

7,374

 

 

 

22,185

 

 

 

362

 

 

 

8,191

 

 

 

7,736

 

 

 

30,376

 

 

 

38,112

 

 

 

(17,922

)

 

1963

 

2013

 

3-39 years

Lyfe Resort & Residences

 

-

 

 

 

226

 

 

 

4,290

 

 

 

-

 

 

 

8

 

 

 

226

 

 

 

4,298

 

 

 

4,524

 

 

 

(2,293

)

 

2016

 

2017

 

3-39 years

Hyde Beach House Resort &
Residences

 

-

 

 

 

-

 

 

 

5,710

 

 

 

-

 

 

 

0

 

 

 

-

 

 

 

5,710

 

 

 

5,710

 

 

 

(925

)

 

2019

 

2019

 

3-39 years

 

$

317,290

 

 

$

56,412

 

 

$

301,739

 

 

$

5,067

 

 

$

135,818

 

 

$

61,480

 

 

$

437,557

 

 

$

499,037

 

 

$

(171,367

)

 

 

 

 

 

 

 

(1)
For the year ending December 31, 2025, the aggregate cost of our real estate assets for federal income tax purposes was approximately $461.0 million.

RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION

RECONCILIATION OF REAL ESTATE

 

Balance at December 31, 2022

 

$

473,653

 

Acquisitions

 

 

—

 

Improvements

 

 

6,863

 

Disposal of Assets

 

 

(568

)

Balance at December 31, 2023

 

$

479,948

 

Acquisitions

 

 

—

 

Improvements

 

 

10,872

 

Disposal of Assets

 

 

(1,094

)

Balance at December 31, 2024

 

$

489,726

 

Acquisitions

 

 

—

 

Improvements

 

 

10,669

 

Disposal of Assets

 

 

(1,358

)

Balance at December 31, 2025

 

$

499,037

 

 

RECONCILIATION OF ACCUMULATED DEPRECIATION

 

Balance at December 31, 2022

 

$

130,311

 

Current Expense

 

 

13,586

 

Impairment

 

 

—

 

Disposal of Assets

 

 

(440

)

Balance at December 31, 2023

 

$

143,457

 

Current Expense

 

 

14,306

 

Impairment

 

 

—

 

Disposal of Assets

 

 

(1,096

)

Balance at December 31, 2024

 

$

156,667

 

Current Expense

 

 

14,648

 

Impairment

 

 

1,310

 

Disposal of Assets

 

 

(1,258

)

Balance at December 31, 2025

 

$

171,367

 
v3.26.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation – The consolidated financial statements of the Company presented herein include all the accounts of Sotherly Hotels Inc., the Operating Partnership and the MHI TRS Entities. All significant inter-company balances and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The consolidated financial statements of the Operating Partnership presented herein include all the accounts of Sotherly Hotels LP and the MHI TRS Entities. All significant inter-company balances and transactions have been eliminated. Additionally, all administrative expenses of the Company and those expenditures made by the Company on behalf of the Operating Partnership are reflected as the administrative expenses, expenditures and obligations thereto of the Operating Partnership, pursuant to the terms of the Partnership Agreement.
Variable Interest Entities

Variable Interest Entities – The Company serves as general partner of the Operating Partnership. Holders of units in the Operating Partnership other than the Company have limited rights and do not have the power to direct the Operating Partnership’s activities that most significantly impact the Operating Partnership’s economic performance. As such, the Operating Partnership is considered a variable interest entity of the Company, which it consolidates as the Company is the primary beneficiary. The Company’s only significant asset is its investment in the Operating Partnership. Net income (loss) and distributions of the Operating Partnership not attributable to holders of preferred units, are allocable to the general and limited partnership units in accordance with their ownership percentages.
Investment in Hotel Properties

Investment in Hotel Properties – Investments in hotel properties include investments in operating properties which are recorded at fair value on the acquisition date and allocated to land, property and equipment and identifiable intangible assets. If substantially all the fair value of the gross assets acquired are concentrated in a single identifiable asset, the asset is not considered a business. When we conclude that an acquisition meets this threshold, acquisition costs will be capitalized as part of our allocation of the purchase price of the acquired asset. We capitalize the costs of significant additions and improvements that materially upgrade, increase the value of or extend the useful life of the property. These costs may include refurbishment, renovation, and remodeling expenditures, as well as certain direct internal costs related to construction projects. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from our accounts and any resulting gain or loss is included in the statements of operations.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 7 to 39 years for buildings and building improvements and 3 to 10 years for furniture, fixtures and equipment.

The Company assesses the carrying value of its investments in hotel properties whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse permanent changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel property exceeds its carrying value. If the estimated undiscounted future cash flows are found to be less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel property’s estimated fair market value would be recorded and an impairment loss recognized. Upon reclassification of our investment in the Lyfe Resort & Residences as held for sale, as discussed below, no impairment loss was recognized for the years ended December 31, 2025, 2024 and 2023.
Assets Held for Sale

Assets Held for Sale – The Company records assets as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year. When the carrying value of the asset is greater than the fair value, the Company reduces the carrying value to fair value less selling costs and recognizes an impairment loss.

As of December 31, 2025, the Company determined that the carrying value of its investment in the hotel commercial condominium unit at the Lyfe Resort & Residences exceeded the consideration to be received pursuant the Settlement Agreement. The Company recognized an impairment loss of approximately $1.3 million for the year ended December 31, 2025.

Cash and Cash Equivalents

Cash and Cash Equivalents – The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Concentration of Credit Risk

Concentration of Credit Risk – The Company holds cash accounts at several institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) protection limits of $250,000. Our exposure to credit loss in the event of the failure of these institutions is represented by the difference between the FDIC protection limit and the total amounts on deposit. Management

monitors, on a regular basis, the financial condition of the financial institutions along with the balances there on deposit to minimize our potential risk.
Restricted Cash

Restricted Cash – Restricted cash includes real estate tax escrows, insurance escrows and reserves for replacements of furniture, fixtures and equipment pursuant to certain requirements in our various mortgage agreements.
Accounts Receivable

Accounts Receivable – Accounts receivable consists primarily of amounts due from hotel guests including payments rendered by credit card for which we are awaiting payment from the merchant processor. Most of our revenue is collected through payment by cash or credit card on or in advance of the date of service, with limited extension of credit to a small number of customers. An allowance for potential credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible.
Inventories

Inventories – Inventories, consisting primarily of food and beverages, are stated at the lower of cost or net realizable value, with cost determined on a method that approximates first-in, first-out basis.
Franchise License Fees

Franchise License Fees – Fees expended to obtain or renew a franchise license are amortized over the life of the license or renewal. The unamortized franchise fees as of December 31, 2025 and 2024, were approximately $268,454 and $311,753, respectively. Amortization expense for the years ended December 31, 2025, 2024, and 2023, was $43,300, $44,235 and $45,050, respectively.
Deferred Financing Costs

Deferred Financing Costs – Deferred financing costs are recorded at cost and consist of loan fees and other costs incurred in issuing debt and are reflected in mortgage loans, net and unsecured notes, net on the consolidated balance sheets. Deferred offering costs are recorded at cost and consist of offering fees and other costs incurred in advance of issuing equity and are reflected in prepaid expenses, inventory and other assets on the consolidated balance sheets. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations.

Derivative Instruments

Derivative Instruments – Our derivative instruments are reflected as assets or liabilities on the consolidated balance sheet and measured at fair value. Derivative instruments used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as an interest rate risk, are considered fair value hedges. Derivative instruments used to hedge exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For a derivative instrument designated as a cash flow hedge, the change in fair value each period is reported in accumulated other comprehensive income in stockholders’ equity and partners’ capital to the extent the hedge is effective. For a derivative instrument designated as a fair value hedge, the change in fair value each period is reported in earnings along with the change in fair value of the hedged item attributable to the risk being hedged. For a derivative instrument that does not qualify for hedge accounting or is not designated as a hedge, the change in fair value each period is reported in earnings.

We use derivative instruments to add stability to interest expense and to manage our exposure to interest-rate movements. To accomplish this objective, we currently use interest rate caps and an interest rate swap which act as cash flow hedges and are not designated as hedges. We value our interest-rate caps and interest rate swap at fair value, which we define as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We do not enter into contracts to purchase or sell derivative instruments for speculative trading purposes.
Fair Value Measurements

Fair Value Measurements –

We classify the inputs used to measure fair value into the following hierarchy:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3 Unobservable inputs for the asset or liability.

We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table represents our assets and liabilities measured at fair value and the basis for that measurement. Our interest rate cap is the only asset or liability

measured at fair value on a recurring basis. There were no non-recurring assets or liabilities for fair value measurements as of December 31, 2025 and 2024, respectively.

 

 

December 31, 2025

 

 

December 31, 2024

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

Interest-rate cap(1)

$

53,236

 

 

$

53,236

 

 

$

379,433

 

 

$

379,433

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

Mortgage loans(2)

$

(315,199,862

)

 

$

(317,005,598

)

 

$

(316,516,148

)

 

$

(315,981,358

)

 

(1)
The interest-rate cap agreement allows the Company to receive a variable rate of interest based upon the amount in which 1-month SOFR exceeds 3.0% on a notional amount of $26.0 million on the DoubleTree by Hilton Philadelphia Airport. The interest rate cap terminates on May 1, 2026. The interest-rate cap is included in prepaid assets, inventory and other assets on the consolidated balance sheets.
(2)
Mortgage loans had a carrying value on our Consolidated Balance Sheets of $315,199,862 and $316,516,148 as of December 31, 2025 and December 31, 2024, respectively.

The fair value of the Company’s interest rate swap and cap agreements were determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts, which is considered a Level 2 measurement under the fair value hierarchy. The variable cash receipts are based on an expectation of future interest rates (forward yield curves) derived from observable market interest rates.

The Company estimates the fair value of its mortgage loans by discounting the future cash flows of each loan at estimated market rates consistent with the maturity of a mortgage loan with similar credit terms and credit characteristics, which are Level 2 inputs under the fair value hierarchy. Market rates take into consideration general market conditions and maturity.

Noncontrolling Interest in Operating Partnership

Noncontrolling Interest in Operating Partnership – Certain hotel properties have been acquired, in part, by the Operating Partnership through the issuance of limited partnership units of the Operating Partnership. The noncontrolling interest in the Operating Partnership is: (i) increased or decreased by the limited partners’ pro-rata share of the Operating Partnership’s net income or net loss, respectively; (ii) decreased by distributions; (iii) decreased by redemption of partnership units for the Company’s common stock; and (iv) adjusted to equal the net equity of the Operating Partnership multiplied by the limited partners’ ownership percentage immediately after each issuance of units of the Operating Partnership and/or the Company’s common stock through an adjustment to additional paid-in capital. Net income or net loss is allocated to the noncontrolling interest in the Operating Partnership based on the weighted average percentage ownership throughout the period.
Revenue Recognition

Revenue Recognition – Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over a customer’s hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Some contracts for rooms or food and beverage services require pre-payment which is recorded as advanced deposits (or contract liabilities) shown on our consolidated balance sheets and recognized once the performance obligations are satisfied.

Certain ancillary services are provided by third parties and the Company assessed whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the gross commission earned from the third party. If the Company is the principal, the Company recognizes based upon the gross sales price. With respect to the hotel condominium rental programs the Company operates at the Lyfe Resort & Residences and the Hyde Beach House Resort & Residences, the Company has determined that it is an agent and recognizes revenue based on its share of revenue earned under the rental agency agreement.

The Company collects revenue, sales taxes, use taxes, occupancy taxes and similar taxes at its hotels which are reflected in revenue on a net basis on the consolidated statements of operations.

Income Taxes

Income Taxes – The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As a REIT, the Company generally will not be subject to federal income tax. The MHI TRS, our wholly owned taxable REIT subsidiary which leases our hotels from subsidiaries of the Operating Partnership, is subject to federal and state income taxes.

We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is required for deferred tax assets if, based on all available evidence, it is “more-likely-than-not” that all or a portion of the deferred tax asset will or will not be realized due to the inability to generate sufficient taxable income in certain financial statement periods. The “more-likely-than-not” analysis means the likelihood of realization is greater than 50%, that we either will or will not be able to fully utilize the deferred tax assets against future taxable income. The net amount of deferred tax assets that are recorded on the financial statements must reflect the tax benefits that are expected to be realized using these criteria. As of December 31, 2025, we determined that it is more-likely-than-not that we will not be able to fully utilize our deferred tax assets for future tax consequences; therefore, a 100% valuation allowance is required. As of December 31, 2025 and 2024, deferred tax assets each totaled $0.

As of December 31, 2025, we had no uncertain tax positions. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions to which the Company is subject generally include 2011 through 2023. In addition, as of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions to which the MHI TRS Entities are subject, because of open NOL carryforwards, generally include 2014 through 2023.

The Operating Partnership is generally not subject to federal and state income taxes as the unit holders of the Partnership are subject to tax on their respective shares of the Partnership’s taxable income.
Stock-Based Compensation

Stock-based Compensation – The Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”), which the Company’s stockholders approved in April 2013, permitted the grant of stock options, restricted stock and performance share compensation awards to its employees and directors for up to 750,000 shares of common stock. The Company made cumulative stock awards totaling 745,160 shares, of which 316,333 were originally restricted. As of December 31, 2025, there were 745,160 non-restricted shares issued to certain executives, directors and employees. All awards have vested. The remaining 4,840 shares have been deregistered.

The Company’s 2022 Long-Term Incentive Plan (the “2022 Plan”), which the Company’s stockholders approved in April 2022, permits the grant of stock options, restricted stock, unrestricted stock and service/performance share compensation awards to its employees and directors for up to 2,000,000 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its stockholders. Under the 2022 Plan, the Company may issue a variety of service or performance-based stock awards, including nonqualified stock options. As of December 31, 2025, the Company has made cumulative stock awards totaling 881,278 shares, of which 247,750 were originally restricted. As of December 31, 2025, there were 77,000 restricted shares and 804,278 non-restricted shares.

The value of the awards is charged to compensation expense on a straight-line basis over the vesting or service period based on the value of the award as determined by the Company’s stock price on the date of grant or issuance. Total stock-based compensation cost recognized under the 2013 Plan and 2022 Plan for the years ended December 31, 2025, 2024, and 2023 was $345,081, $372,005 and $373,579, respectively. No performance-based stock awards have been granted. Consequently, stock-based compensation as determined under the fair-value method would be the same under the intrinsic-value method.

Additionally, the Company sponsors and maintains an Employee Stock Ownership Plan (“ESOP”) and related trust for the benefit of its eligible employees. We reflect unearned ESOP shares as a reduction of stockholders’ equity. Dividends on unearned ESOP shares, when paid, are considered compensation expense. The Company recognizes compensation expense equal to the fair value of the Company’s ESOP shares at the time they are committed to be released. For the years ended December 31, 2025, 2024, and 2023 the ESOP compensation cost was $79,038, $125,497 and $171,896, respectively. To the extent that the fair value of the Company’s ESOP shares differs from the cost of such shares, the differential is recognized as the change in additional paid-in capital. Because the ESOP is internally leveraged through a loan from the Company to the ESOP, the loan receivable by the Company from the ESOP is not reported as an asset nor is the debt of the ESOP shown as a liability in the Company’s consolidated financial statements.
Advertising

Advertising – Advertising costs, including digital advertising, were approximately $3.1 million, $2.8 million and $2.7 million, for the years ended December 31, 2025, 2024, and 2023, respectively and are expensed as incurred. Advertising costs are included in the consolidated statements of operations in indirect hotel operating expenses.
Business Interruption Proceeds

Business Interruption Proceeds – Insurance recoveries for business interruption were recognized during the years ended December 31, 2025, 2024, and 2023, for $1,416,991, $1,500,000, and $230,256, respectively. The insurance proceeds were reflected in the consolidated statement of operations in other operating departments revenues.
Involuntary Conversion of Assets

Involuntary Conversion of Assets – The Company record gains or losses on involuntary conversions of assets due to recovered insurance proceeds to the extent the undepreciated cost of a nonmonetary asset differs from the amount of monetary proceeds received. During the years ending December 31, 2025, 2024, and 2023, we recognized approximately $4.0 million, $0.5 million and $1.4 million, respectively, for gain on involuntary conversion of assets, which is reflected in the consolidated statements of operations.
Comprehensive Income (Loss)

Comprehensive Income (Loss) – Comprehensive income (loss), as defined, includes all changes in equity (net assets) during a period from non-owner sources. The Company does not have any items of comprehensive income (loss) other than net income (loss).
Segment Information

Segment Information – The Company allocates resources and assesses operating performance based on individual hotel properties. The Company considers each of our hotel properties to be an operating segment but combines each operating segment into one reportable segment because all of the hotels have similar economic characteristics, facilities and services,.
Use of Estimates

Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications

Reclassifications – Certain reclassifications in the amount of approximately $2.9 million as of December 31, 2024 from accounts receivable, net to insurance receivable on the consolidated balance sheet as made to conform to current period presentation. We have also reclassified approximately $2.9 million for the year ended December 31, 2024 on the consolidated statement of cash flows from line item accounts receivable to insurance receivable in order to conform to the current period presentation.
New Accounting Pronouncements

New Accounting Pronouncements – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for years ending December 31, 2025 on a prospective basis. Please refer to Note 12, Income Taxes, for the related disclosures.

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), to clarify the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718, Compensation—Stock Compensation ("ASC 718"). ASU 2024-01 clarifies how to determine whether profits interest and similar awards should be accounted for as a share-based payment arrangement (ASC 718) or as a cash bonus or profit-sharing arrangement (ASC 710, Compensation—General, or other guidance) and applies to all reporting entities that account for profits interest awards as compensation to employees or non-employees. In addition to adding the illustrative guidance, ASU 2024-01 modified the language in paragraph 718-10-15-3 to improve its clarity and operability without changing the guidance. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024, including interim periods within those annual periods. The adoption of ASU 2024-01 had no material impact on our consolidated financial statements and disclosures.

In November 2024, the FASB issued 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The amendments improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales and research and development). The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that adopting ASU 2024-03 will have on its consolidated financial statements and disclosures.

v3.26.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Schedule of Recurring Assets and Liabilities Measured at Fair Value The following table represents our assets and liabilities measured at fair value and the basis for that measurement. Our interest rate cap is the only asset or liability

measured at fair value on a recurring basis. There were no non-recurring assets or liabilities for fair value measurements as of December 31, 2025 and 2024, respectively.

 

 

December 31, 2025

 

 

December 31, 2024

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

Interest-rate cap(1)

$

53,236

 

 

$

53,236

 

 

$

379,433

 

 

$

379,433

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

Mortgage loans(2)

$

(315,199,862

)

 

$

(317,005,598

)

 

$

(316,516,148

)

 

$

(315,981,358

)

 

(1)
The interest-rate cap agreement allows the Company to receive a variable rate of interest based upon the amount in which 1-month SOFR exceeds 3.0% on a notional amount of $26.0 million on the DoubleTree by Hilton Philadelphia Airport. The interest rate cap terminates on May 1, 2026. The interest-rate cap is included in prepaid assets, inventory and other assets on the consolidated balance sheets.
(2)
Mortgage loans had a carrying value on our Consolidated Balance Sheets of $315,199,862 and $316,516,148 as of December 31, 2025 and December 31, 2024, respectively.
v3.26.1
Investment in Hotel Properties, Net (Tables)
 12 Months Ended
Dec. 31, 2025
Real Estate [Abstract]  
Schedule of Investment in Hotel Properties, Net

Investment in hotel properties, net as of December 31, 2025 and 2024, consisted of the following:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

Land and land improvements

 

$

61,253,346

 

 

$

61,370,250

 

Buildings and improvements

 

 

433,259,321

 

 

 

428,355,821

 

Right of use assets

 

 

3,638,319

 

 

 

3,727,805

 

Finance lease right of use assets

 

 

23,075,033

 

 

 

23,021,483

 

Furniture, fixtures and equipment

 

 

55,158,504

 

 

 

53,820,118

 

 

 

 

576,384,523

 

 

 

570,295,477

 

Less: accumulated depreciation

 

 

(212,286,084

)

 

 

(197,918,851

)

Investment in Hotel Properties, Net

 

$

364,098,439

 

 

$

372,376,626

 
Schedule of Investment in Hotel Properties Held for Sale

Investment in hotel properties held for sale as of December 31, 2025 and 2024, relate to the hotel commercial condominium unit at the Lyfe Resort & Residences in Hollywood, Florida, for which we recognized an impairment charge of approximately $1.3 million upon reclassification to held for sale during the year ended December 31, 2025, and which consisted of the following:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

Land and land improvements

 

$

226,242

 

 

$

—

 

Buildings and improvements

 

 

4,297,727

 

 

 

—

 

Furniture, fixtures and equipment

 

 

179,696

 

 

 

—

 

 

 

 

4,703,665

 

 

 

—

 

Less: accumulated depreciation

 

 

(1,121,866

)

 

 

—

 

 

 

 

3,581,799

 

 

 

—

 

Less: impairment

 

 

(1,310,308

)

 

 

 

Investment in Hotel Properties Held for Sale, Net

 

$

2,271,491

 

 

$

—

 
v3.26.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Schedule of Mortgage Debt Obligations on Hotels The following table sets forth our mortgage debt obligations on our hotels.

 

 

 

Balance Outstanding as of

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

Prepayment

 

Maturity

 

Amortization

 

Interest

Property

2025

 

 

2024

 

 

Penalties

 

Date

 

Provisions

 

Rate

The DeSoto (1)

$

42,000,000

 

 

$

34,219,589

 

 

Yes

 

10/06/2030

 

(1)

 

7.130%

DoubleTree by Hilton Jacksonville
   Riverfront (2)

 

25,592,100

 

 

 

26,056,500

 

 

None

 

07/08/2029

 

25 years

 

SOFR plus 3.00%

DoubleTree by Hilton Laurel (3)

 

10,000,000

 

 

 

10,000,000

 

 

(3)

 

05/06/2028

 

(3)

 

7.350%

DoubleTree by Hilton Philadelphia Airport (4)

 

35,915,488

 

 

 

35,915,488

 

 

None

 

04/29/2026

 

(4)

 

SOFR plus 3.50%

DoubleTree Resort by Hilton Hollywood
   Beach (5)

 

48,966,397

 

 

 

50,211,533

 

 

None

 

(5)

 

30 years

 

4.913%

Georgian Terrace (6)

 

33,469,112

 

 

 

38,375,095

 

 

None

 

06/01/2026

 

30 years

 

4.42% (6)

Hotel Alba Tampa, Tapestry Collection by Hilton (7)

 

35,000,000

 

 

 

35,000,000

 

 

(7)

 

03/06/2029

 

(7)

 

8.490%

Hotel Ballast Wilmington, Tapestry Collection by
   Hilton (8)

 

28,742,014

 

 

 

29,770,045

 

 

Yes

 

01/01/2027

 

25 years

 

4.250%

Hyatt Centric Arlington (9)

 

44,118,386

 

 

 

45,317,273

 

 

Yes

 

10/01/2028

 

30 years

 

5.250%

The Whitehall (10)

 

13,486,401

 

 

 

13,777,078

 

 

None

 

02/26/2028

 

25 years

 

PRIME plus 1.25%

Total Mortgage Principal Balance

$

317,289,898

 

 

$

318,642,601

 

 

 

 

 

 

 

 

 

Deferred financing costs, net

 

(2,090,036

)

 

 

(2,144,656

)

 

 

 

 

 

 

 

 

Unamortized premium on loan

 

—

 

 

 

18,203

 

 

 

 

 

 

 

 

 

Total Mortgage Loans, Net

$

315,199,862

 

 

$

316,516,148

 

 

 

 

 

 

 

 

 

 

 

(1)

The note requires payments of interest only and cannot be prepaid without penalty until the last four months of the loan term.

(2)

The note provides for an initial tranche in the amount of $26.25 million and a renovation tranche in the amount of $9.49 million.

(3)

The note requires payments of interest only and cannot be prepaid without penalty until the last four months of the loan term.

(4)

The note requires payments of interest only. On May 3, 2024, we entered into an interest rate cap with a notional amount of $26.0 million with Webster Bank, N.A. The cap has a strike rate of 3.0%, is indexed to SOFR, and expires on May 1, 2026.

(5)

The note matured on October 1, 2025 and went into default. The Company subsequently entered into discussion with the special servicer for an extension.

(6)

The note matured on June 1, 2025 and went into default. On December 16, 2025, obtained a 1-year extension to June 1, 2026. Principal and interest are payable monthly, with default interest accruing through the maturity date.

(7)

The note requires payments of interest only and cannot be prepaid without penalty until the last four months of the term.

(8)

The note amortizes on a 25-year schedule after an initial interest-only period of one year and cannot be prepaid without penalty until the last four months of the loan term.

(9)

The note cannot be prepaid without penalty until the final four months of the term.

(10)

The note bears a floating interest rate of New York Prime Rate plus 1.25%, with a floor of 7.50%.
Schedule of Future Mortgage Debt Maturities

Total future mortgage debt maturities, including with respect to any extensions of loan maturity, as of December 31, 2025 were as follows:

 

December 31, 2026

$

121,488,754

 

December 31, 2027

 

29,830,958

 

December 31, 2028

 

64,771,286

 

December 31, 2029

 

59,198,900

 

December 31, 2030

 

42,000,000

 

Total future maturities

$

317,289,898

 
v3.26.1
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Minimum Future Lease Payments

A schedule of minimum future lease payments receivable for the remaining twelve-month periods is as follows:

 

 

 

December 31, 2026

$

1,002,097

 

December 31, 2027

 

734,574

 

December 31, 2028

 

500,751

 

December 31, 2029

 

507,625

 

December 31, 2030

 

432,869

 

December 31, 2031 and thereafter

 

979,074

 

Total

$

4,156,990

 
v3.26.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Schedule of Operating and Finance Lease Term Years, Weighted-average Discount Rates, Right of Use Assets and Lease Liabilities

As of December 31, 2025, the operating and finance lease term years, weighted-average discount rates, right of use assets and lease liabilities, are as follows:

 

 

 

December 31, 2025

 

 

 

 

Operating

 

Finance

 

Weighted-average remaining lease term, including reasonably certain extension options (years)

 

 

 

27.12

 

 

49.00

 

Weighted-average discount rate

 

 

 

8.01

%

 

7.42

%

 

 

 

 

 

 

 

Right of use assets

 

 

$

4,227,290

 

$

23,075,033

 

Lease liabilities

 

 

$

(4,698,771

)

$

(24,003,378

)
Summary of Lease Related Assets and Liabilities

Lease Position as of December 31, 2025 and 2024– The following tables set forth the lease-related assets and liabilities included in the Company’s consolidated balance sheets as of December 31, 2025 and 2024;

 

Assets

Balance Sheet Classification

December 31, 2025

 

December 31, 2024

 

 

 

 

 

 

 

Right of use assets

Prepaid expenses, inventory and other assets

$

588,971

 

$

723,732

 

Right of use assets

Investment in hotel properties, net

 

3,638,319

 

 

3,727,805

 

Finance lease right of use assets

Investment in hotel properties, net

 

23,075,033

 

 

23,021,483

 

 

 

 

 

 

 

Total lease assets

 

$

27,302,323

 

$

27,473,020

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities

Accounts payable and accrued liabilities

$

4,698,771

 

$

4,874,919

 

Finance lease liabilities

Finance lease liabilities

 

24,003,378

 

 

23,201,751

 

Total lease liabilities

 

$

28,702,149

 

$

28,076,670

 
Schedule of Lease Costs The following table sets forth the lease costs related to the Company’s operating and finance ground leases included in the Company’s consolidated statement of operations for the twelve months ended December 31, 2025, 2024, and 2023:

 

 

Consolidated Statement of Operations

 

 

 

 

 

 

 

Classification

December 31, 2025

 

December 31, 2024

 

December 31, 2023

 

 

 

 

 

 

 

 

 

Operating lease costs:

 

 

 

 

 

 

 

Fixed

Corporate general and administrative

$

188,774

 

$

188,774

 

$

(73,104

)

 

Hotel operating expenses - Other operating

 

—

 

 

—

 

 

271,000

 

 

Hotel operating expenses - Indirect

 

412,691

 

 

468,407

 

 

164,330

 

Variable

Hotel operating expenses - Indirect

 

—

 

 

529,623

 

 

591,147

 

 

 

 

 

 

 

 

 

Finance lease costs:

 

 

 

 

 

 

 

Amortization of lease assets

Depreciation and amortization

 

518,814

 

 

188,346

 

 

—

 

Variable

Hotel operating expenses - Indirect

 

325,305

 

 

204,161

 

 

—

 

Interest on lease liabilities

Interest expense

 

936,682

 

 

622,249

 

 

4,486

 

Total lease costs

 

$

2,382,266

 

$

2,201,560

 

$

957,859

 
Schedule of Undiscounted Cash Flows The following table reconciles the undiscounted cash flows for each of the next five years and total of the remaining years to the operating lease liabilities and finance lease liabilities included in the Company’s consolidated balance sheet as of December 31, 2025:

 

 

December 31, 2025

 

 

 

Operating

 

Finance

 

 

 

 

 

 

 

December 31, 2026

 

$

574,776

 

$

1,888,913

 

December 31, 2027

 

 

572,184

 

 

1,881,630

 

December 31, 2028

 

 

560,531

 

 

1,873,335

 

December 31, 2029

 

 

569,472

 

 

1,844,397

 

December 31, 2030

 

 

397,713

 

 

1,808,662

 

December 31, 2031 and thereafter

 

 

9,883,920

 

 

79,743,998

 

Total undiscounted lease payments

 

 

12,558,596

 

 

89,040,935

 

Less imputed interest

 

 

(7,859,825

)

 

(65,037,557

)

Total lease liability

 

$

4,698,771

 

$

24,003,378

 
Schedule of Minimum Future Lease Payments

A schedule of minimum future lease payments receivable for the remaining twelve-month periods is as follows:

 

 

 

December 31, 2026

$

1,002,097

 

December 31, 2027

 

734,574

 

December 31, 2028

 

500,751

 

December 31, 2029

 

507,625

 

December 31, 2030

 

432,869

 

December 31, 2031 and thereafter

 

979,074

 

Total

$

4,156,990

 
v3.26.1
Preferred Stock and Units (Tables)
 12 Months Ended
Dec. 31, 2025
Preferred Stock And Units [Abstract]  
Schedule of Series of Cumulative Redeemable Perpetual Preferred Stock The following table sets forth our Cumulative Redeemable Perpetual Preferred Stock by series:

 

 

 

Per

 

 

 

 

 

Number of Shares

 

 

Quarterly

 

 

 

Annum

 

 

Liquidation

 

 

Issued and Outstanding as of

 

 

Distributions

 

Preferred Stock - Series

 

Rate

 

 

Preference

 

 

December 31, 2025

 

 

December 31, 2024

 

 

Per Share

 

Series B Preferred Stock

 

 

8.000

%

 

$

25.00

 

 

 

1,464,100

 

 

 

1,464,100

 

 

$

0.500000

 

Series C Preferred Stock

 

 

7.875

%

 

$

25.00

 

 

 

1,346,110

 

 

 

1,346,110

 

 

$

0.492188

 

Series D Preferred Stock

 

 

8.250

%

 

$

25.00

 

 

 

1,163,100

 

 

 

1,163,100

 

 

$

0.515625

 
Schedule of Series of Cumulative Redeemable Perpetual Preferred Units The following table sets forth our Cumulative Redeemable Perpetual Preferred Units by series:

 

 

 

Per

 

 

 

 

 

Number of Units

 

 

Quarterly

 

 

 

Annum

 

 

Liquidation

 

 

Issued and Outstanding as of

 

 

Distributions

 

Preferred Units - Series

 

Rate

 

 

Preference

 

 

December 31, 2025

 

 

December 31, 2024

 

 

Per Unit

 

Series B Preferred Units

 

 

8.000

%

 

$

25.00

 

 

 

1,464,100

 

 

 

1,464,100

 

 

$

0.500000

 

Series C Preferred Units

 

 

7.875

%

 

$

25.00

 

 

 

1,346,110

 

 

 

1,346,110

 

 

$

0.492188

 

Series D Preferred Units

 

 

8.250

%

 

$

25.00

 

 

 

1,163,100

 

 

 

1,163,100

 

 

$

0.515625

 
Quarterly Distributions in Arrears Paid by Operating Partnership

The following table presents the quarterly distributions in arrears that were paid by the Operating Partnership per Series B Preferred Unit and the quarterly dividends in arrears that were paid by the Company per share of Series B Preferred Stock, during the years ended December 31, 2025, 2024, and 2023:

 

Quarter Ended in Arrears

 

2025

 

 

2024

 

 

2023

 

March 31, 2020

 

$

-

 

 

$

-

 

 

$

0.500000

 

June 30, 2020

 

-

 

 

-

 

 

 

0.500000

 

September 30, 2020

 

-

 

 

-

 

 

 

0.500000

 

December 31, 2020

 

-

 

 

-

 

 

 

0.500000

 

March 31, 2021

 

-

 

 

-

 

 

 

0.500000

 

June 30, 2021

 

 

-

 

 

 

0.500000

 

 

-

 

September 30, 2021

 

 

-

 

 

 

0.500000

 

 

-

 

December 31, 2021

 

 

-

 

 

 

0.500000

 

 

-

 

March 31, 2022

 

 

-

 

 

 

0.500000

 

 

-

 

June 30, 2022

 

 

0.500000

 

 

-

 

 

-

 

September 30, 2022

 

 

0.500000

 

 

-

 

 

-

 

The following table presents the quarterly distributions in arrears that were paid by the Operating Partnership per Series C Preferred Unit and the quarterly dividends in arrears that were paid by the Company per share of Series C Preferred Stock, during the years ended December 31, 2025, 2024, and 2023:

 

Quarter Ended in Arrears

 

2025

 

 

2024

 

 

2023

 

March 31, 2020

 

$

-

 

 

$

-

 

 

$

0.492188

 

June 30, 2020

 

-

 

-

 

 

0.492188

 

September 30, 2020

 

-

 

-

 

 

0.492188

 

December 31, 2020

 

-

 

 

-

 

 

 

0.492188

 

March 31, 2021

 

-

 

-

 

 

0.492188

 

June 30, 2021

 

-

 

 

0.492188

 

-

 

September 30, 2021

 

-

 

 

0.492188

 

-

 

December 31, 2021

 

-

 

 

 

0.492188

 

 

-

 

March 31, 2022

 

-

 

 

0.492188

 

-

 

June 30, 2022

 

 

0.492188

 

 

-

 

 

-

 

September 30, 2022

 

 

0.492188

 

 

-

 

 

-

 

The following table presents the quarterly distributions in arrears that were paid by the Operating Partnership per Series D Preferred Unit and the quarterly dividends in arrears that were paid by the Company per share of Series D Preferred Stock, during the years ended December 31, 2025, 2024, and 2023:

 

Quarter Ended in Arrears

 

2025

 

 

2024

 

 

2023

 

March 31, 2020

 

$

-

 

 

$

-

 

 

$

0.515625

 

June 30, 2020

 

-

 

-

 

 

0.515625

 

September 30, 2020

 

-

 

-

 

 

0.515625

 

December 31, 2020

 

-

 

 

-

 

 

 

0.515625

 

March 31, 2021

 

-

 

-

 

 

0.515625

 

June 30, 2021

 

-

 

 

0.515625

 

-

 

September 30, 2021

 

-

 

 

0.515625

 

-

 

December 31, 2021

 

-

 

 

 

0.515625

 

 

-

 

March 31, 2022

 

-

 

 

0.515625

 

-

 

June 30, 2022

 

 

0.515625

 

 

-

 

 

-

 

September 30, 2022

 

 

0.515625

 

 

-

 

 

-

 
v3.26.1
Common Stock and Units (Tables)
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Quarterly Stock Dividends and Unit Distributions Declared and Payable Per Common Stock/Unit

Common Stock Dividends and Unit Distributions – The following table presents the quarterly stock dividends and unit distributions by us declared and payable per common stock/unit for the years ended December 31, 2025, 2024, and 2023:

 

Quarter Ended

 

2025

 

 

2024

 

 

2023

 

March 31,

 

$

-

 

 

$

-

 

 

$

-

 

June 30,

 

-

 

 

-

 

 

-

 

September 30,

 

-

 

 

-

 

 

-

 

December 31,

 

-

 

 

-

 

 

-

 

 
v3.26.1
Retirement Plans (Tables)
 12 Months Ended
Dec. 31, 2025
Retirement Benefits [Abstract]  
Summary of Shares Allocations are Accounted For Fair Value on The Date of Allocations

The share allocations are accounted for at fair value on the date of allocation as follows:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

Number of Shares

 

 

Fair Value

 

 

Number of Shares

 

 

Fair Value

 

Allocated shares

 

 

659,212

 

 

$

1,417,306

 

 

 

538,511

 

 

$

501,569

 

Committed to be released shares

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Allocated and Committed-to-be-Released

 

 

659,212

 

 

$

1,417,306

 

 

 

538,511

 

 

$

501,569

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated shares

 

 

—

 

 

 

—

 

 

 

120,701

 

 

 

112,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total ESOP Shares

 

 

659,212

 

 

$

1,417,306

 

 

 

659,212

 

 

$

613,990

 
v3.26.1
Indirect Hotel Operating Expenses (Tables)
 12 Months Ended
Dec. 31, 2025
Other Income and Expenses [Abstract]  
Summary of Indirect Hotel Operating Expenses

Indirect hotel operating expenses consist of the following expenses incurred by the hotels:

 

 

 

 

 

 

 

 

 

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

15,942,062

 

 

$

16,079,144

 

 

$

16,095,696

 

General and administrative

 

 

14,812,359

 

 

 

15,113,649

 

 

 

14,105,674

 

Repairs and maintenance

 

 

8,558,585

 

 

 

9,070,165

 

 

 

8,634,637

 

Utilities

 

 

6,737,987

 

 

 

6,149,994

 

 

 

5,873,095

 

Property taxes

 

 

6,361,005

 

 

 

5,751,544

 

 

 

5,241,790

 

Management fees, including incentive

 

 

4,536,703

 

 

 

4,767,469

 

 

 

4,659,261

 

Franchise fees

 

 

4,131,054

 

 

 

4,286,432

 

 

 

4,271,435

 

Insurance

 

 

6,655,393

 

 

 

6,347,150

 

 

 

5,842,930

 

Information and telecommunications

 

 

3,804,604

 

 

 

4,010,693

 

 

 

3,779,019

 

Other

 

 

872,410

 

 

 

1,270,782

 

 

 

1,126,187

 

Total indirect hotel operating expenses

 

$

72,412,162

 

 

$

72,847,022

 

 

$

69,629,724

 
v3.26.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Components of Income Tax Expense (Benefit)

The components of the income tax expense (benefit) for the years ended December 31, 2025, 2024, and 2023 are as follows:

 

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

—

 

 

$

—

 

 

$

—

 

State

 

 

50,120

 

 

 

132,491

 

 

 

(304,947

)

 

 

50,120

 

 

 

132,491

 

 

 

(304,947

)

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

(194,932

)

 

 

(1,109,938

)

 

 

(1,559,177

)

State

 

 

8,146

 

 

 

(210,919

)

 

 

(254,558

)

Subtotals

 

 

(186,786

)

 

 

(1,320,857

)

 

 

(1,813,735

)

Change in deferred tax valuation allowance

 

 

186,786

 

 

 

1,320,857

 

 

 

1,813,735

 

 

 

 

—

 

 

 

—

 

 

 

—

 

Income tax expense (benefit)

 

$

50,120

 

 

$

132,491

 

 

$

(304,947

)
Reconciliation of U.S. Statutory Federal Income Tax Expense (Benefit)

A reconciliation of the U.S. statutory federal income tax expense (benefit) to the Company’s provision for income tax is as follows:

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

December 31, 2025

Statutory federal income tax expense (benefit)

 

$

(1,623,092

)

 

 

21.0

 

%

Nontaxable and nondeductible items

 

 

 

 

 

 

 

Federal tax impact of REIT election

 

 

1,433,531

 

 

 

(18.6

)

%

Federal impact of PPP loan forgiveness

 

 

—

 

 

 

—

 

%

State income taxes, net of federal income tax effect (1)

 

 

52,895

 

 

 

(0.7

)

%

Change in valuation allowance

 

 

186,786

 

 

 

(2.4

)

%

Income tax expense (benefit)

 

$

50,120

 

 

 

(0.7

)

%

 

 

 

 

 

 

 

 

(1) For the year ended December, 31 2025 , state and local income taxes in Texas comprise the majority

(greater than 50 percent) of the tax effect in this category.

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Statutory federal income tax expense

 

$

275,593

 

 

$

736,001

 

Federal tax impact of REIT election

 

 

(1,357,871

)

 

 

(2,231,835

)

Statutory federal income tax expense (benefit) at TRS

 

 

(1,082,278

)

 

 

(1,495,834

)

Federal impact of PPP loan forgiveness

 

 

—

 

 

 

(56,470

)

State income tax benefit, net of federal expense (benefit)

 

 

(106,088

)

 

 

(566,378

)

Change in valuation allowance

 

 

1,320,857

 

 

 

1,813,735

 

Income tax expense (benefit)

 

$

132,491

 

 

$

(304,947

)

 
Summary of Company Paid Income Taxes

The Company paid income taxes as follows:

 

 

 

Year Ended

 

 

 

December 31, 2025

 

 

 

 

 

U.S. federal

 

$

—

 

U.S. state and local

 

 

 

Maryland

 

 

38,712

 

Pennsylvania

 

 

60,691

 

Texas

 

 

43,886

 

Other

 

 

75

 

Total U.S. state and local

 

 

143,364

 

Total income taxes paid, net of refunds

 

$

143,364

 
Schedule of Significant Components of Deferred Tax Asset The significant components of our deferred tax asset as of December 31, 2025 and 2024, are as follows:

 

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

Deferred tax asset:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

13,321,350

 

 

$

13,247,852

 

Accrued compensation

 

 

123,117

 

 

 

549,538

 

Accrued expenses and other

 

 

1,056,700

 

 

 

516,991

 

 

 

 

14,501,167

 

 

 

14,314,381

 

Less: Valuation allowance

 

 

(14,501,167

)

 

 

(14,314,381

)

     Total

 

$

—

 

 

$

—

 
v3.26.1
Earnings (Loss) per Share and per Unit (Tables)
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Computation of Basic Net Earnings (Loss) Per Share The computation of the Company’s basic net earnings (loss) per share is presented below:

 

 

Twelve Months Ended

 

 

Twelve Months Ended

 

 

Twelve Months Ended

 

 

December 31, 2025

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

Net (loss) income

$

(7,779,133

)

 

$

1,179,854

 

 

$

3,809,711

 

Less: Net loss (income) allocated to participating share awards

 

35,531

 

 

 

(13,194

)

 

 

(49,118

)

Net loss attributable to non-controlling interest

 

92,124

 

 

 

122,515

 

 

 

131,710

 

Undeclared distributions to preferred stockholders

 

(7,977,251

)

 

 

(7,977,250

)

 

 

(7,977,250

)

Net loss attributable to common stockholders for EPS computation

$

(15,628,729

)

 

$

(6,688,075

)

 

$

(4,084,947

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

Weighted average number common shares outstanding for basic EPS computation

 

20,247,077

 

 

 

19,417,448

 

 

 

18,843,032

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share:

 

 

 

 

 

 

 

 

Undistributed loss

$

(0.77

)

 

$

(0.34

)

 

$

(0.22

)

Total basic and diluted

$

(0.77

)

 

$

(0.34

)

 

$

(0.22

)

 

 

 

 

 

 

 

 

 
Computation of Basic Earnings (Loss) Per Unit

The computation of basic earnings (loss) per general and limited partnership unit in the Operating Partnership is presented below:

 

 

Twelve Months Ended

 

 

Twelve Months Ended

 

 

Twelve Months Ended

 

 

December 31, 2025

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

Net (loss) income

$

(7,779,133

)

 

$

1,179,854

 

 

$

3,809,711

 

Less: Net loss (income) allocated to participating unit awards

 

35,531

 

 

 

(13,194

)

 

 

(49,118

)

Undeclared distributions to preferred unitholders

 

(7,977,251

)

 

 

(7,977,250

)

 

 

(7,977,250

)

Net loss attributable to unitholders for EPU computation

$

(15,720,853

)

 

$

(6,810,590

)

 

$

(4,216,657

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

Weighted average number of units outstanding for basic EPU computation

 

20,384,444

 

 

 

19,997,274

 

 

 

19,808,602

 

Effect of dilutive participating securities:

 

 

 

 

 

 

 

 

Basic and diluted net income (loss) per unit:

 

 

 

 

 

 

 

 

Undistributed loss

$

(0.77

)

 

$

(0.34

)

 

$

(0.21

)

Total basic and diluted

$

(0.77

)

 

$

(0.34

)

 

$

(0.21

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
v3.26.1
Quarterly Operating Results - Unaudited (Tables)
 12 Months Ended
Dec. 31, 2024
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Operating Results

 

 

Quarters Ended 2025

 

 

 

March 31

 

 

June 30

 

 

September 30

 

 

December 31

 

Total revenue

 

$

48,312,344

 

 

$

48,794,144

 

 

$

38,013,122

 

 

$

41,267,618

 

Total operating expenses

 

 

42,199,620

 

 

42,219,391

 

 

37,498,364

 

 

41,773,580

 

Net operating income (loss)

 

$

6,112,724

 

 

$

6,574,753

 

 

$

514,758

 

 

$

(505,962

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

4,733,526

 

 

$

1,556,424

 

 

$

(5,558,390

)

 

$

(8,510,693

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders

 

$

2,690,529

 

 

$

(416,328

)

 

$

(7,484,536

)

 

$

(10,453,925

)

Income (loss) per share attributable to common stockholders– basic and diluted

 

$

0.13

 

 

$

(0.02

)

 

$

(0.37

)

 

$

(0.51

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to operating partnership unitholders

 

$

2,739,214

 

 

$

(437,889

)

 

$

(7,552,703

)

 

$

(10,505,006

)

Income (loss) per unit attributable to operating partnership unitholders– basic and diluted

 

$

0.13

 

 

$

(0.02

)

 

$

(0.37

)

 

$

(0.51

)

 

 

 

 

Quarters Ended 2024

 

 

 

March 31

 

 

June 30

 

 

September 30

 

 

December 31

 

Total revenue

 

$

46,548,432

 

$

50,694,367

 

$

40,699,981

 

$

43,951,507

 

Total operating expenses

 

 

40,874,320

 

 

41,394,584

 

 

38,945,047

 

 

40,032,474

 

Net operating income

 

$

5,674,112

 

$

9,299,783

 

$

1,754,934

 

$

3,919,033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,322,821

 

 

$

4,664,232

 

 

$

(3,689,621

)

 

$

(1,117,578

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders

 

$

(659,373

)

$

2,621,768

 

$

(5,603,761

)

$

(3,033,515

)

Income (loss) per share attributable to common stockholders– basic and diluted

 

$

(0.03

)

$

0.13

 

$

(0.29

)

$

(0.15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to operating partnership unitholders

 

$

(671,491

)

 

$

2,669,919

 

 

$

(5,683,934

)

 

$

(3,111,890

)

Income (loss) per unit attributable to operating partnership unitholders– basic and diluted

 

$

(0.03

)

 

$

0.13

 

 

$

(0.28

)

 

$

(0.16

)
v3.26.1
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2025
Segment Reporting [Abstract]  
Summary of Information About Profit or Loss for Hotel Segment

The following table presents information about profit or loss for the hotel segment:

 

 

 

 

For the Years Ended December 31,

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 

 

 

 

 

 

Rooms department

 

 

$

114,400,434

 

 

$

119,079,903

 

 

$

114,748,834

 

Food and beverage department

 

 

 

36,458,606

 

 

 

36,626,906

 

 

 

35,231,959

 

Other operating departments

 

 

 

25,528,188

 

 

 

26,187,478

 

 

 

23,857,264

 

Total revenue

 

 

 

176,387,228

 

 

 

181,894,287

 

 

 

173,838,057

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

Hotel operating expenses

 

 

 

 

 

 

 

 

 

 

Rooms department

 

 

 

26,732,018

 

 

 

27,376,330

 

 

 

26,177,539

 

Food and beverage department

 

 

 

25,606,512

 

 

 

25,429,218

 

 

 

24,211,133

 

Other operating departments

 

 

 

9,184,742

 

 

 

9,428,889

 

 

 

9,031,960

 

Indirect

 

 

 

72,412,162

 

 

 

72,847,022

 

 

 

69,629,724

 

Total hotel operating expenses

 

 

 

133,935,434

 

 

 

135,081,459

 

 

 

129,050,356

 

 

 

 

 

 

 

 

 

 

 

 

Hotel EBITDA

 

 

$

42,451,794

 

 

$

46,812,828

 

 

$

44,787,701

 

 
Schedule of Reconciliation of Hotel Segment Profit and Loss to Company's Consolidated Totals

The following table provides a reconciliation of the hotel segment profit and loss to the Company’s consolidated totals:

 

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Net (loss) income

 

$

(7,779,133

)

 

$

1,179,854

 

 

$

3,809,711

 

Interest expense

 

 

24,799,871

 

 

 

20,882,681

 

 

 

17,588,091

 

Interest income

 

 

(252,961

)

 

 

(692,756

)

 

 

(802,183

)

Income tax expense (benefit)

 

 

50,120

 

 

 

132,491

 

 

 

(304,947

)

Depreciation and amortization

 

 

19,658,902

 

 

 

19,380,906

 

 

 

18,788,748

 

Impairment of investment in hotel properties, net

 

 

1,310,308

 

 

 

-

 

 

 

-

 

Realized and unrealized (gain) loss on hedging activities

 

 

(131,803

)

 

 

(104,211

)

 

 

737,682

 

Loss on early debt extinguishment

 

 

463,195

 

 

 

241,878

 

 

 

—

 

Gain on disposal of assets

 

 

—

 

 

 

(4,400

)

 

 

(4,700

)

PPP loan forgiveness

 

 

—

 

 

 

—

 

 

 

(275,494

)

Other income

 

 

(467,599

)

 

 

(489,267

)

 

 

(456,388

)

Net gain on involuntary conversion of assets

 

 

(3,985,417

)

 

 

(502,808

)

 

 

(1,371,041

)

Corporate general and administrative expenses

 

 

8,786,311

 

 

 

6,788,460

 

 

 

7,078,222

 

Hotel EBITDA

 

$

42,451,794

 

 

$

46,812,828

 

 

$

44,787,701

 
v3.26.1
Organization and Description of Business - Additional Information (Detail)
 1 Months Ended 12 Months Ended
Feb. 12, 2026
Dec. 16, 2025
USD ($)
Oct. 24, 2025
USD ($)
$ / shares
Sep. 12, 2025
USD ($)
Aug. 14, 2024
USD ($)
Jul. 08, 2024
USD ($)
May 03, 2024
USD ($)
Apr. 29, 2024
USD ($)
Feb. 07, 2024
USD ($)
May 04, 2023
USD ($)
Mar. 14, 2023
USD ($)
Feb. 26, 2023
USD ($)
Feb. 03, 2023
USD ($)
Dec. 09, 2022
USD ($)
Apr. 16, 2020
USD ($)
May 06, 2020
USD ($)
Dec. 31, 2025
USD ($)
Room
Resort
Hotel
Loan
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Date of incorporation                                 Aug. 20, 2004    
Investment in number of hotels | Hotel                                 10    
Rooms in hotel | Room                                 2,786    
Number of independent hotels | Hotel                                 3    
Date of commencement of business                                 Dec. 21, 2004    
Number of hotels acquired before commencement of business | Hotel                                 6    
Floating rate of interest rate                                 7.50%    
Proceeds from mortgage loans                                 $ 42,000,000 $ 66,250,000 $ 2,715,833
Notional amount             $ 26,000,000                        
Maturity date             May 01, 2026                        
Common stock, par value | $ / shares     $ 2.25                           $ 0.01 $ 0.01  
Variable rate description                                 Interest accrues on the Note at a floating rate equal to Term SOFR plus an applicable margin, initially 3.25% for nine months, then 7.50%, with a 3.35% SOFR floor.    
Initial floating Interest rate                                 3.25%    
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Preferred stock, dividend rate percentage     8.00%                           8.00% 8.00%  
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Preferred stock, dividend rate percentage     7.875%                           7.875% 7.875%  
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Preferred stock, dividend rate percentage     8.25%                           8.25% 8.25%  
Common Stock [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Common stock, par value | $ / shares     $ 0.01                                
Commercial Unit of Hyde Resort & Residences and Hyde Beach House Resort & Residences [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Investment in number of hotels | Hotel                                 2    
Hilton DoubleTree, HiltonTapestry Collection and Hyatt Centric Brands [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Number of hotels | Hotel                                 7    
Operating Partnership [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Percentage of operating partnership owned                                 99.90%    
DoubleTree by Hilton Philadelphia Airport [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Debt service coverage reserve                     $ 300,000                
Variable rate description                                 1-month SOFR    
Double Tree by Hilton Laurel [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Mortgage loan related to property sales                   $ 10,000,000                  
Mortgage loans of principal balance                   $ 10,000,000                  
Maturity date of mortgage loan                   May 06, 2028                  
Interest rate applicable to the mortgage loan                   7.35%                  
SOFR [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Floating rate of interest rate                                 3.35%    
Affiliate [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Notional amount             $ 26,000,000                        
Maturity date             May 01, 2026                        
Affiliate [Member] | SOFR [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Interest rate cap strike rate             3.00%                        
Promissory Note [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Number of paycheck protection program loans | Loan                                 3    
Paycheck protection program loan amount                         $ 300,000 $ 4,600,000          
Paycheck protection program loan term                                 2 years    
Paycheck protection program extension loan term                                 5 years    
Paycheck protection program loan interest rate                             1.00%   1.00%    
Paycheck protection program loan repayment terms                                 Equal payments of principal and interest were required to begin no later than 10 months following origination of the loan and were to be amortized over the remaining term of the loan.    
Promissory Note [Member] | Operating Partnership [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Paycheck protection program loan amount                             $ 333,500 $ 10,700,000      
Mortgage Loans [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Mortgage loans of principal balance   $ 3,800,000                                  
Principal payment   $ 236,000                                  
Mortgage Loans [Member] | Subsequent Event [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Mortgage loans maturity term 3 years                                    
Mortgage Loans [Member] | Hotel Alba Tampa [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Mortgage loans maturity term                 5 years                    
Mortgage loan related to property sales                 $ 35,000,000                    
Proceeds from mortgage loans                 10,200,000                    
Mortgage loans of principal balance                 $ 35,000,000                    
Maturity date of mortgage loan                 Mar. 06, 2029                    
Interest rate applicable to the mortgage loan                 8.49%                    
Mortgage Loans [Member] | The Whitehall                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Extended maturity date                       Feb. 26, 2028              
Mortgage loans maturity term                                 25 years    
Floating rate of interest rate                       1.25%              
Fixed interest rate                       7.50%              
Real estate tax reserve and debt service reserve                       $ 1,500,000              
Interest rate applicable to the mortgage loan                                 1.25%    
Mortgage Loans [Member] | DoubleTree by Hilton Philadelphia Airport [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Interest rate applicable to the mortgage loan                                 3.50%    
Mortgage Loans [Member] | Double Tree by Hilton Laurel [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Interest rate applicable to the mortgage loan                                 7.35%    
Mortgage Loans [Member] | Double Tree by Hilton Philadelphia Airport Hotel [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Extended maturity date               Apr. 29, 2026                      
Extended maturity period               2 years                      
Mortgage loans of principal balance               $ 35,900,000                      
Principal payment               3,000,000                      
Amount funded to interest reserve escrow               300,000                      
Interest reserve escrow               1,300,000                      
Amount funded to PIP reserve account               5,000,000                      
Additional cash collateral               1,700,000                      
Additional cash collateral releasable to PIP reserve account               $ 1,200,000                      
Mortgage Loans [Member] | DoubleTree by Hilton Jacksonville Riverfront Hotel                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Extended maturity date           Jul. 08, 2029                          
Mortgage loan additional product improvement plan           $ 9,500,000                          
Debt instrument periodic payment           38,700                          
Mortgage loans of principal balance           $ 26,300,000                          
Mortgage Loans [Member] | Desoto Hotel                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Mortgage loans maturity term         25 years                            
Mortgage loan related to property sales       $ 42,000,000                              
Proceeds from mortgage loans       5,780,000                              
Mortgage loans of principal balance       $ 42,000,000 $ 5,000,000                            
Maturity date of mortgage loan       Oct. 06, 2030                              
Mortgage loans maturity description       three years after closing, or (b) two years after the date of securitization                              
Interest rate applicable to the mortgage loan       7.13% 7.50%                            
Maturity date         Jul. 01, 2026                            
Mortgage Loans [Member] | SOFR [Member] | Double Tree by Hilton Philadelphia Airport Hotel [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Floating rate of interest rate               3.50%                      
Mortgage Loans [Member] | SOFR [Member] | DoubleTree by Hilton Jacksonville Riverfront Hotel                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Floating rate of interest rate           3.00%                          
Mortgage Loans [Member] | SOFR [Member] | Subsequent Event [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Floating rate of interest rate 3.60%                                    
Interest rate cap strike rate 5.50%                                    
Hotel Management Agreement [Member] | Hyatt Centric Arlington and Our Town [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Number of hotels | Hotel                                 10    
Number of condominium resort rental programs | Resort                                 2    
Maximum [Member] | Revolving Credit Facility [Member] | Merger Agreement [Member] | Kemmons Wilson Hospitality Partners II, LP [Member]                                      
Organization Consolidation and Presentation of Financial Statements [Line Items]                                      
Line of credit principal amount     $ 25,000,000                                
v3.26.1
Organization and Description of Business - Additional Information (Detail 1) - shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Common Stock [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Issuance of common stock, shares 277,250 152,360 284,278
v3.26.1
Summary of Significant Accounting Policies - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2025
USD ($)
Segment
shares
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Summary Of Significant Accounting Policies [Line Items]      
Impairment of hotel properties $ 1,310,000    
Federal Deposit Insurance Corporation protection limits 250,000    
Un-amortized franchise fees 268,454 $ 311,753  
Amortization expense $ 43,300 44,235 $ 45,050
Minimum percentage of likelihood of realization of deferred tax assets 50.00%    
Deferred tax assets valuation allowance percent 100.00%    
Deferred tax assets $ 0 0  
Uncertain tax positions 0    
Compensation cost recognized 424,117 497,500 559,220
Advertising cost 3,100,000 2,800,000 2,700,000
Net (loss) gain on involuntary conversion of assets 3,985,417 502,808 1,371,041
Accounts receivable, net to insurance receivable 4,847,249 4,669,763  
Accounts receivable to insurance receivable $ 177,486 (1,275,961) 42,453
Number of reportable segment | Segment 1    
Reclassifications [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Accounts receivable, net to insurance receivable   2,900,000  
Accounts receivable to insurance receivable   2,900,000  
Hotel Commercial Condominium Unit at Lyfe Resort [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Impairment of hotel properties $ 1,300,000    
Excluding Impairment Loss Related to Lyfe Resort & Residences [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Impairment of hotel properties 0 0 0
ESOP [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Compensation cost recognized $ 79,038 125,497 171,896
2013 Plan [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Shares issued under plan | shares 745,160    
Originally restricted shares issued under plan | shares 316,333    
Number of shares deregistered | shares 4,840    
2013 Plan [Member] | Executives and Directors [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Unrestricted shares issued under plan | shares 745,160    
2022 Long Term Incentive Plan [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Shares issued under plan | shares 881,278    
Originally restricted shares issued under plan | shares 247,750    
Unrestricted shares issued under plan | shares 804,278    
Restricted shares issued under plan | shares 77,000    
2013 and 2022 plan [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Performance-based stock awards granted | shares 0    
Compensation cost recognized $ 345,081 372,005 373,579
Other Operating Departments [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Lease revenue 1,400,000 1,200,000 1,000,000
Other Operating Departments [Member] | Hurricane [Member] | Houston, Texas and Tampa, Florida [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Insurance recoveries from business interruption $ 1,416,991 $ 1,500,000 $ 230,256
Gain on Business Interruption Insurance Recovery, Statement of Income or Comprehensive Income [Extensible Enumeration] Revenue from Contract with Customer, Excluding Assessed Tax Revenue from Contract with Customer, Excluding Assessed Tax Revenue from Contract with Customer, Excluding Assessed Tax
Maximum [Member] | 2013 Plan [Member] | Employees and Directors [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Restricted and performance stock awards permitted to grant to employees and directors | shares 750,000    
Maximum [Member] | 2022 Long Term Incentive Plan [Member] | Employees and Directors [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Shares issued under plan | shares 2,000,000    
Buildings and Building Improvements [Member] | Minimum [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Estimated useful lives of the assets 7 years    
Buildings and Building Improvements [Member] | Maximum [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Estimated useful lives of the assets 39 years    
Furniture, Fixtures and Equipment [Member] | Minimum [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Estimated useful lives of the assets 3 years    
Furniture, Fixtures and Equipment [Member] | Maximum [Member]      
Summary Of Significant Accounting Policies [Line Items]      
Estimated useful lives of the assets 10 years    
v3.26.1
Summary of Significant Accounting Policies - Schedule of Recurring Assets and Liabilities Measured at Fair Value (Detail) - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Carrying Amount [Member] | Interest-Rate Cap [Member]    
Derivatives Fair Value [Line Items]    
Financial Assets [1] $ 53,236 $ 379,433
Carrying Amount [Member] | Mortgage Loans [Member]    
Derivatives Fair Value [Line Items]    
Financial Liabilities [2] (315,199,862) (316,516,148)
Fair Value [Member] | Interest-Rate Cap [Member]    
Derivatives Fair Value [Line Items]    
Financial Assets [1] 53,236 379,433
Fair Value [Member] | Mortgage Loans [Member]    
Derivatives Fair Value [Line Items]    
Financial Liabilities [2] $ (317,005,598) $ (315,981,358)
[1] The interest-rate cap agreement allows the Company to receive a variable rate of interest based upon the amount in which 1-month SOFR exceeds 3.0% on a notional amount of $26.0 million on the DoubleTree by Hilton Philadelphia Airport. The interest rate cap terminates on May 1, 2026. The interest-rate cap is included in prepaid assets, inventory and other assets on the consolidated balance sheets.
[2] Mortgage loans had a carrying value on our Consolidated Balance Sheets of $315,199,862 and $316,516,148 as of December 31, 2025 and December 31, 2024, respectively.
v3.26.1
Summary of Significant Accounting Policies - Schedule of Recurring Assets and Liabilities Measured at Fair Value (Parenthetical) (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Derivatives Fair Value [Line Items]    
Variable rate description Interest accrues on the Note at a floating rate equal to Term SOFR plus an applicable margin, initially 3.25% for nine months, then 7.50%, with a 3.35% SOFR floor.  
Mortgage loans, net $ 315,199,862 $ 316,516,148
DoubleTree by Hilton Philadelphia Airport [Member]    
Derivatives Fair Value [Line Items]    
Loan rate swapped for fixed interest rate 3.00%  
Variable rate description 1-month SOFR  
Notional amount $ 26,000,000  
v3.26.1
Investment in Hotel Properties, Net - Schedule of Investment in Hotel Properties, Net (Detail) - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Investment in Hotel Properties, Gross $ 576,384,523 $ 570,295,477
Less: accumulated depreciation (212,286,084) (197,918,851)
Investment in Hotel Properties, Net 364,098,439 372,376,626
Land and Land Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Investment in Hotel Properties, Gross 61,253,346 61,370,250
Buildings and Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Investment in Hotel Properties, Gross 433,259,321 428,355,821
Right of Use Assets [Member]    
Property, Plant and Equipment [Line Items]    
Investment in Hotel Properties, Gross 3,638,319 3,727,805
Finance Lease Right of Use Assets [Member]    
Property, Plant and Equipment [Line Items]    
Investment in Hotel Properties, Gross 23,075,033 23,021,483
Furniture, Fixtures and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Investment in Hotel Properties, Gross $ 55,158,504 $ 53,820,118
v3.26.1
Investment in Hotel Properties, Net - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2025
USD ($)
Real Estate [Line Items]  
Impairment of real estate reclassified to held for sale $ 1,310,308
Hotel Commercial Condominium Unit at Lyfe Resort [Member]  
Real Estate [Line Items]  
Impairment of real estate reclassified to held for sale $ 1,300,000
v3.26.1
Investment in Hotel Properties, Net - Schedule of Investment in Hotel Properties Held for Sale (Detail) - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Investment in Hotel Properties Held for Sale, Gross $ 4,703,665  
Less: accumulated depreciation (1,121,866)  
Investment in Hotel Properties Held for Sale, Before impairment 3,581,799  
Less: impairment (1,310,308)  
Investment in Hotel Properties Held for Sale, Net 2,271,491 $ 0
Land and Land Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Investment in Hotel Properties Held for Sale, Gross 226,242  
Buildings and Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Investment in Hotel Properties Held for Sale, Gross 4,297,727  
Furniture, Fixtures and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Investment in Hotel Properties Held for Sale, Gross $ 179,696  
v3.26.1
Debt - Additional Information (Detail)
 1 Months Ended 12 Months Ended
Oct. 24, 2025
USD ($)
Feb. 03, 2023
USD ($)
Dec. 09, 2022
USD ($)
May 06, 2020
USD ($)
Apr. 28, 2020
USD ($)
Apr. 16, 2020
USD ($)
May 06, 2020
USD ($)
Dec. 31, 2025
USD ($)
Loan
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Debt Instrument [Line Items]                    
Mortgage loan outstanding balance               $ 315,200,000 $ 316,500,000  
Initial floating Interest rate               3.25%    
Excess Interest rate on mortgage debt               7.50%    
Variable rate description               Interest accrues on the Note at a floating rate equal to Term SOFR plus an applicable margin, initially 3.25% for nine months, then 7.50%, with a 3.35% SOFR floor.    
SOFR [Member]                    
Debt Instrument [Line Items]                    
Excess Interest rate on mortgage debt               3.35%    
Revolving Credit Facility [Member]                    
Debt Instrument [Line Items]                    
Outstanding balance on the revolving line of credit               $ 7,500,000    
Merger Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Kemmons Wilson Hospitality Partners II, LP [Member]                    
Debt Instrument [Line Items]                    
Line of credit principal amount $ 25,000,000                  
Promissory Note [Member]                    
Debt Instrument [Line Items]                    
Paycheck protection program extension loan term               5 years    
Applications for loan forgiveness amount filed               $ 0 $ 0 $ 300,000
Paycheck protection program loan term               2 years    
Paycheck protection program loan interest rate           1.00%   1.00%    
Paycheck protection program loan repayment terms               Equal payments of principal and interest were required to begin no later than 10 months following origination of the loan and were to be amortized over the remaining term of the loan.    
Paycheck protection program loan amount   $ 300,000 $ 4,600,000              
Number of paycheck protection program loans | Loan               3    
Paycheck protection program loan forgiveness amount received   268,309 4,600,000              
Paycheck protection program loan forgiveness monthly payments to extinguish loan   $ 13,402 $ 56,809              
Promissory Note [Member] | Fifth Third Bank [Member]                    
Debt Instrument [Line Items]                    
Paycheck protection program loan amount       $ 952,700 $ 9,400,000          
Promissory Note [Member] | Operating Partnership [Member]                    
Debt Instrument [Line Items]                    
Paycheck protection program loan amount           $ 333,500 $ 10,700,000      
Paycheck protection program loan forgiveness monthly payments           $ 18,000        
Mortgage Loans [Member] | Georgian Terrace [Member]                    
Debt Instrument [Line Items]                    
Maturity Date               Jun. 01, 2026    
Mortgage Loans [Member] | DoubleTree Resort by Hilton Hollywood Beach [Member]                    
Debt Instrument [Line Items]                    
Maturity Date               Oct. 01, 2025    
Decrease in level of indebtness               $ 4,900,000    
v3.26.1
Debt - Schedule of Mortgage Debt Obligations on Hotels (Detail) - USD ($)
 12 Months Ended
May 04, 2023
Dec. 31, 2025
Dec. 31, 2024
Debt Instrument [Line Items]      
Mortgage loans   $ 317,289,898 $ 318,642,601
Deferred financing costs, net   (2,090,036) (2,144,656)
Unamortized premium on loan   0 18,203
Total Mortgage Loans, Net   315,199,862 316,516,148
The DeSoto [Member] | Mortgage Loans [Member]      
Debt Instrument [Line Items]      
Mortgage loans   $ 42,000,000 $ 34,219,589
Prepayment Penalties     Yes
Maturity Date   Oct. 06, 2030  
Interest rate applicable to the mortgage loan   7.13%  
DoubleTree by Hilton Jacksonville Riverfront [Member] | Mortgage Loans [Member]      
Debt Instrument [Line Items]      
Mortgage loans   $ 25,592,100 $ 26,056,500
Prepayment Penalties     None
Maturity Date   Jul. 08, 2029  
Mortgage loans maturity term   25 years  
Interest rate applicable to the mortgage loan   3.00%  
Double Tree by Hilton Laurel [Member]      
Debt Instrument [Line Items]      
Interest rate applicable to the mortgage loan 7.35%    
Double Tree by Hilton Laurel [Member] | Mortgage Loans [Member]      
Debt Instrument [Line Items]      
Mortgage loans   $ 10,000,000 $ 10,000,000
Maturity Date   May 06, 2028  
Interest rate applicable to the mortgage loan   7.35%  
DoubleTree by Hilton Philadelphia Airport [Member] | Mortgage Loans [Member]      
Debt Instrument [Line Items]      
Mortgage loans   $ 35,915,488 $ 35,915,488
Prepayment Penalties     None
Maturity Date   Apr. 29, 2026  
Interest rate applicable to the mortgage loan   3.50%  
DoubleTree Resort by Hilton Hollywood Beach [Member] | Mortgage Loans [Member]      
Debt Instrument [Line Items]      
Mortgage loans   $ 48,966,397 $ 50,211,533
Prepayment Penalties   None  
Maturity Date   Oct. 01, 2025  
Mortgage loans maturity term   30 years  
Interest rate applicable to the mortgage loan   4.913%  
Georgian Terrace [Member] | Mortgage Loans [Member]      
Debt Instrument [Line Items]      
Mortgage loans   $ 33,469,112 38,375,095
Prepayment Penalties   None  
Maturity Date   Jun. 01, 2026  
Mortgage loans maturity term   30 years  
Interest rate applicable to the mortgage loan   4.42%  
Hotel Alba Tampa, Tapestry Collection by Hilton [Member] | Mortgage Loans [Member]      
Debt Instrument [Line Items]      
Mortgage loans   $ 35,000,000 35,000,000
Maturity Date   Mar. 06, 2029  
Interest rate applicable to the mortgage loan   8.49%  
Hotel Ballast Wilmington,Tapestry Collection by Hilton [Member] | Mortgage Loans [Member]      
Debt Instrument [Line Items]      
Mortgage loans   $ 28,742,014 29,770,045
Prepayment Penalties   Yes  
Maturity Date   Jan. 01, 2027  
Mortgage loans maturity term   25 years  
Interest rate applicable to the mortgage loan   4.25%  
Hyatt Centric Arlington [Member] | Mortgage Loans [Member]      
Debt Instrument [Line Items]      
Mortgage loans   $ 44,118,386 45,317,273
Prepayment Penalties   Yes  
Maturity Date   Oct. 01, 2028  
Mortgage loans maturity term   30 years  
Interest rate applicable to the mortgage loan   5.25%  
The Whitehall [Member] | Mortgage Loans [Member]      
Debt Instrument [Line Items]      
Mortgage loans   $ 13,486,401 $ 13,777,078
Prepayment Penalties   None  
Maturity Date   Feb. 26, 2028  
Mortgage loans maturity term   25 years  
Interest rate applicable to the mortgage loan   1.25%  
v3.26.1
Debt - Schedule of Mortgage Debt Obligations on Hotels (Parenthetical) (Detail) - USD ($)
$ in Thousands
 12 Months Ended
May 03, 2024
Feb. 26, 2023
Dec. 31, 2025
Dec. 16, 2025
Debt Instrument [Line Items]        
Excess Interest rate on mortgage debt     7.50%  
Derivative maturity date May 01, 2026      
Notional amount $ 26,000      
SOFR [Member]        
Debt Instrument [Line Items]        
Interest rate cap strike rate 3.00%      
Mortgage Loans [Member]        
Debt Instrument [Line Items]        
Mortgage loans of principal balance       $ 3,800
Mortgage Loans [Member] | The DeSoto [Member]        
Debt Instrument [Line Items]        
Debt instrument maturity date     Oct. 06, 2030  
Mortgage Loans [Member] | DoubleTree by Hilton Jacksonville Riverfront [Member]        
Debt Instrument [Line Items]        
Amortization Period     25 years  
Mortgage loans of principal balance     $ 26,250  
Mortgage loan additional product improvement plan     $ 9,490  
Debt instrument maturity date     Jul. 08, 2029  
Mortgage Loans [Member] | DoubleTree Resort by Hilton Hollywood Beach [Member]        
Debt Instrument [Line Items]        
Amortization Period     30 years  
Debt instrument maturity date     Oct. 01, 2025  
Mortgage Loans [Member] | Georgian Terrace [Member]        
Debt Instrument [Line Items]        
Amortization Period     30 years  
Debt instrument maturity date     Jun. 01, 2026  
Debt instrument initial maturity date     Jun. 01, 2025  
Debt instrument extension period     1 year  
Mortgage Loans [Member] | Hotel Ballast Wilmington,Tapestry Collection by Hilton [Member]        
Debt Instrument [Line Items]        
Amortization Period     25 years  
Interest-only payment period     1 year  
Debt instrument maturity date     Jan. 01, 2027  
Mortgage Loans [Member] | Hyatt Centric Arlington [Member]        
Debt Instrument [Line Items]        
Amortization Period     30 years  
Debt instrument prepayment without penalty period during final term     4 months  
Debt instrument maturity date     Oct. 01, 2028  
Mortgage Loans [Member] | The Whitehall [Member]        
Debt Instrument [Line Items]        
Amortization Period     25 years  
Excess Interest rate on mortgage debt   1.25%    
Debt instrument maturity date     Feb. 26, 2028  
Mortgage Loans [Member] | The Whitehall [Member] | LIBOR [Member]        
Debt Instrument [Line Items]        
Excess Interest rate on mortgage debt     1.25%  
Loan rate swapped for fixed interest rate     7.50%  
v3.26.1
Debt - Schedule of Future Mortgage Debt Maturities (Detail) - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Debt Disclosure [Abstract]    
December 31, 2026 $ 121,488,754  
December 31, 2027 29,830,958  
December 31, 2028 64,771,286  
December 31, 2029 59,198,900  
December 31, 2030 42,000,000  
Total future maturities $ 317,289,898 $ 318,642,601
v3.26.1
Commitments and Contingencies - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2025
USD ($)
Hotel
Dec. 29, 2016
USD ($)
Operating Leased Assets [Line Items]    
Number of hotels operate under franchise licenses | Hotel 7  
Maximum amount allocated to purchase common stock under ESOP | $   $ 5,000,000
Leaving capacity for additional Borrowing on the ESOP loan commitment | $ $ 5,000,000  
Hotel Ballast [Member]    
Operating Leased Assets [Line Items]    
Monthly contribution of room revenues 4.00%  
Restricted cash reserve amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties  
The DeSoto [Member]    
Operating Leased Assets [Line Items]    
Monthly contribution of room revenues 4.00%  
Restricted cash reserve amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties  
Double Tree by Hilton Laurel [Member]    
Operating Leased Assets [Line Items]    
Monthly contribution of room revenues 4.00%  
Restricted cash reserve amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties  
Double Tree by Hilton Jacksonville Riverside [Member]    
Operating Leased Assets [Line Items]    
Monthly contribution of room revenues 4.00%  
Restricted cash reserve amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties  
DoubleTree Resort by Hilton Hollywood Beach [Member]    
Operating Leased Assets [Line Items]    
Monthly contribution of room revenues 4.00%  
Restricted cash reserve amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties  
Restricted cash reserve annual insurance premiums due for property amount each month equal to one-twelfth (1/12) of the annual insurance premiums.  
Hotel Alba [Member]    
Operating Leased Assets [Line Items]    
Monthly contribution of room revenues 4.00%  
Restricted cash reserve amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties  
Restricted cash reserve annual insurance premiums due for property amount each month equal to one-twelfth (1/12) of the annual insurance premiums.  
Whitehall [Member]    
Operating Leased Assets [Line Items]    
Monthly contribution of room revenues 4.00%  
Restricted cash reserve amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties  
Georgian Terrace [Member]    
Operating Leased Assets [Line Items]    
Monthly contribution of room revenues 4.00%  
Restricted cash reserve amount equal to one-twelfth (1/12) of the annual real estate taxes due for the properties  
DoubleTree by Hilton Philadelphia Airport [Member]    
Operating Leased Assets [Line Items]    
Monthly contribution of room revenues 4.00%  
Minimum [Member]    
Operating Leased Assets [Line Items]    
Franchise fees of room revenues 3.00%  
Additional fees of gross revenues from the hotels 3.00%  
Franchise agreement expiry date 2024-10  
Maximum [Member]    
Operating Leased Assets [Line Items]    
Franchise fees of room revenues 5.00%  
Additional fees of gross revenues from the hotels 4.00%  
Franchise agreement expiry date 2038-03  
Maximum [Member] | ESOP [Member]    
Operating Leased Assets [Line Items]    
Borrowed amount | $   $ 5,000,000
Chesapeake Hospitality [Member] | Individual Hotel Management Agreements [Member]    
Operating Leased Assets [Line Items]    
Master management agreement expiration date Mar. 31, 2035  
Number of wholly-owned hotels operated under master management agreement | Hotel 10  
Number of condo resort rental programs | Hotel 2  
Expiry date of master management agreement on March 31, 2035 and may be extended for up to two additional periods of five years each, subject to the approval of both parties.  
Hyatt Centric Arlington [Member]    
Operating Leased Assets [Line Items]    
Monthly contribution of room revenues 4.00%  
v3.26.1
Leases - Additional Information (Detail)
 1 Months Ended 12 Months Ended
Sep. 26, 2019
USD ($)
RenewalPeriod
Mar. 01, 2018
USD ($)
RenewalPeriod
Dec. 31, 2019
USD ($)
ft²
Apr. 30, 2019
May 31, 2014
Dec. 31, 2025
USD ($)
ft²
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Lessee, Lease, Description [Line Items]                
Percentage of appraised value of land           8.00%    
Finance lease asset           $ 23,075,033 $ 23,021,483  
Finance lease liability           24,003,378 23,201,751  
Revision of Prior Period, Adjustment [Member]                
Lessee, Lease, Description [Line Items]                
Finance lease asset           22,716,081    
Finance lease liability           $ 22,400,000    
Restaurant Space Within the Hotel [Member]                
Lessee, Lease, Description [Line Items]                
Additional renewal of agreement           5 years    
Leased renewal period           10 years    
Space on Roofs of Hotels for Antennas and Satellite Dishes [Member]                
Lessee, Lease, Description [Line Items]                
Additional renewal of agreement           5 years    
Hotel, Other [Member]                
Lessee, Lease, Description [Line Items]                
Lease revenue           $ 1,400,000 $ 1,200,000 $ 1,000,000
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]           Other Nonoperating Income Other Nonoperating Income  
Minimum [Member] | Restaurant Space Within the Hotel [Member]                
Lessee, Lease, Description [Line Items]                
Operating lease, expiring date           Sep. 30, 2027    
Minimum [Member] | Space on Roofs of Hotels for Antennas and Satellite Dishes [Member]                
Lessee, Lease, Description [Line Items]                
Leased renewal period           1 year    
Maximum [Member] | Restaurant Space Within the Hotel [Member]                
Lessee, Lease, Description [Line Items]                
Operating lease, expiring date           May 31, 2034    
Maximum [Member] | Space on Roofs of Hotels for Antennas and Satellite Dishes [Member]                
Lessee, Lease, Description [Line Items]                
Operating lease, expiring date           May 31, 2034    
Leased renewal period           10 years    
Management Agreement for Parking Garage and Poolside [Member]                
Lessee, Lease, Description [Line Items]                
Annual payment $ 270,100              
Hyde Beach House [Member] | Management Agreement for Parking Garage and Poolside [Member]                
Lessee, Lease, Description [Line Items]                
Lessee, operating lease, option to extend           initial term that expires in 2034 and which may be extended for four additional renewal periods of 5 years each.    
Rental payments, Percentage of increases per year 5.00%              
Rental payments, Percentage of increases, Term every five years              
Lessee, operating lease expiration year 2034              
Lessee, operating lease, existence of option to extend [true false] true              
Number of additional renewal periods | RenewalPeriod 4              
Leased renewal period 5 years              
Hyatt Centric Arlington [Member]                
Lessee, Lease, Description [Line Items]                
Rental payments per year in base rent under ground lease   $ 50,000            
Hyatt Centric Arlington [Member] | Franchise Agreement with Affiliate of Hyatt Hotels Corporation Operating as Hyatt Centric Arlington [Member]                
Lessee, Lease, Description [Line Items]                
Annual payment           $ 1,792,000    
Ground lease percentage rent on gross rooms revenues in excess of thresholds   3.50%            
Number of additional renewal periods extended under ground lease | RenewalPeriod   5            
Duration period under ground lease for each rental periods extended   10 years            
Indirect Expenses [Member] | Hyde Beach House [Member] | Management Agreement for Parking Garage and Poolside [Member]                
Lessee, Lease, Description [Line Items]                
Rent expense           $ 323,483 $ 323,483 271,000
The DeSoto Hotel Property [Member]                
Lessee, Lease, Description [Line Items]                
Area of commercial space leased | ft²           2,086    
Operating lease, expiring date           Oct. 31, 2006    
Duration period under renewal option second           5 years    
Expiration date three under renewal option second           Oct. 31, 2026    
The DeSoto Hotel Property [Member] | Indirect Expenses [Member]                
Lessee, Lease, Description [Line Items]                
Rent expense           $ 75,085 75,085 83,932
The DeSoto Hotel Property [Member] | Six Year Operating Lease Property [Member]                
Lessee, Lease, Description [Line Items]                
Duration of operating lease term           6 years    
The DeSoto Hotel Property [Member] | Ninety Nine Year Operating Lease Property [Member]                
Lessee, Lease, Description [Line Items]                
Duration of operating lease term           99 years    
Operating lease, expiring date           Jul. 31, 2086    
Rental income recognized during period           $ 0    
The DeSoto Hotel Property [Member] | Ninety Nine Year Operating Lease Property [Member] | Indirect Expenses [Member]                
Lessee, Lease, Description [Line Items]                
Original lump sum rent payment received           $ 990    
Hotel Alba Tampa [Member]                
Lessee, Lease, Description [Line Items]                
Lease agreement       5 years   5 years    
Commencement date of agreement       2019-07   2009-07    
Additional renewal of agreement         5 years      
Lessee, operating lease, option to extend           In May 2014, we extended the agreement for an additional five years. We signed a new agreement in April 2019, which commenced in July 2019, goes for five years, and can be renewed for an additional five years. We have exercised the five year renewal, and the new agreement expires in July 2029,    
Operating lease, expiring date           2029-07    
Annual payment           $ 2,432    
Lessee, operating lease, existence of option to extend [true false]         true      
Hotel Alba Tampa [Member] | Indirect Expenses [Member]                
Lessee, Lease, Description [Line Items]                
Rent expense           $ 2,517 2,567 2,602
Williamsburg Virginia [Member]                
Lessee, Lease, Description [Line Items]                
Area of commercial space leased | ft²     8,500          
Rent expense     $ 218,875          
Commencement date of agreement           Jan. 01, 2020    
Lease, agreement term     10 years          
Lease rent increase each successive period percentage     3.00%          
Tenant improvement allowance     $ 200,000          
Williamsburg Virginia [Member] | General and Administrative [Member]                
Lessee, Lease, Description [Line Items]                
Rent expense           $ 171,895 $ (18,121) 85,759
8,500 Square Feet of Commercial Office Space [Member]                
Lessee, Lease, Description [Line Items]                
Rent concession               $ 257,731
v3.26.1
Leases - Schedule of Operating and Finance Lease Term Years, Weighted-average Discount Rates, Right of Use Assets and Lease Liabilities (Details) - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Leases [Abstract]    
Weighted-average remaining lease term, including reasonably certain extension options (years), Operating 27 years 1 month 13 days  
Weighted-average remaining lease term, including reasonably certain extension options (years), Finance 49 years  
Weighted-average discount rate, Operating 8.01%  
Weighted-average discount rate, Finance 7.42%  
Right of use assets, Operating $ 4,227,290  
Right of use assets, Finance 23,075,033 $ 23,021,483
Lease liabilities, Operating (4,698,771) (4,874,919)
Lease liabilities, Finance $ (24,003,378) $ (23,201,751)
v3.26.1
Leases - Summary of Lease Related Assets and Liabilities (Details) - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Lessee, Lease, Description [Line Items]    
Right of use assets $ 4,227,290  
Finance lease right of use assets $ 23,075,033 $ 23,021,483
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Real Estate Investment Property Excluding Held For Sale Net Real Estate Investment Property Excluding Held For Sale Net
Total lease assets $ 27,302,323 $ 27,473,020
Operating lease liabilities $ 4,698,771 $ 4,874,919
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] Accounts Payable and Other Accrued Liabilities Accounts Payable and Other Accrued Liabilities
Finance lease liabilities $ 24,003,378 $ 23,201,751
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] Finance lease liabilities Finance lease liabilities
Total lease liabilities $ 28,702,149 $ 28,076,670
Prepaid Expenses, Inventory and Other Assets [Member]    
Lessee, Lease, Description [Line Items]    
Right of use assets 588,971 723,732
Investment in Hotel Properties, Net [Member]    
Lessee, Lease, Description [Line Items]    
Right of use assets $ 3,638,319 $ 3,727,805
v3.26.1
Leases - Schedule of Lease Costs (Details) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Finance lease costs      
Amortization of lease assets $ 830,372 $ 536,758  
Variable   204,161  
Total lease costs 2,382,266 2,201,560 $ 957,859
Corporate General and Administrative [Member]      
Operating lease costs      
Fixed     (73,104)
Fixed 188,774 188,774  
Hotel Operating Expenses - Other Operating [Member]      
Operating lease costs      
Fixed     271,000
Hotel Operating Expenses - Indirect [Member]      
Operating lease costs      
Fixed 412,691 468,407 164,330
Variable   529,623 591,147
Finance lease costs      
Variable 325,305   0
Depreciation and Amortization [Member]      
Finance lease costs      
Amortization of lease assets 518,814 188,346 0
Interest Expense [Member]      
Finance lease costs      
Interest on lease liabilities $ 936,682 $ 622,249 $ 4,486
v3.26.1
Leases - Schedule of Undiscounted Cash Flows (Details) - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]    
December 31, 2026 $ 574,776  
December 31, 2027 572,184  
December 31, 2028 560,531  
December 31, 2029 569,472  
December 31, 2030 397,713  
December 31, 2031 and thereafter 9,883,920  
Total undiscounted lease payments 12,558,596  
Less imputed interest (7,859,825)  
Total lease liability 4,698,771 $ 4,874,919
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]    
December 31, 2026 1,888,913  
December 31, 2027 1,881,630  
December 31, 2028 1,873,335  
December 31, 2029 1,844,397  
December 31, 2030 1,808,662  
December 31, 2031 and thereafter 79,743,998  
Total undiscounted lease payments 89,040,935  
Less imputed interest (65,037,557)  
Total lease liability $ 24,003,378 $ 23,201,751
v3.26.1
Leases - Schedule of Minimum Future Lease Payments (Detail)
Dec. 31, 2025
USD ($)
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]  
December 31, 2026 $ 1,002,097
December 31, 2027 734,574
December 31, 2028 500,751
December 31, 2029 507,625
December 31, 2030 432,869
December 31, 2031 and thereafter 979,074
Total $ 4,156,990
v3.26.1
Preferred Stock and Units - Additional Information (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Preferred Units [Line Items]    
Preferred stock, shares authorized 11,000,000 11,000,000
Preferred stock, liquidation preference per share $ 25.00 $ 25.00
Preferred stock amount of undeclared and cumulative preferred dividends $ 23,900,000 $ 21,900,000
Preferred stock amount of undeclared and cumulative preferred dividends $ 23,900,000 $ 21,900,000
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred Units [Line Items]    
Preferred stock, shares authorized 11,000,000 11,000,000
Preferred stock, liquidation preference per share $ 25.00 $ 25.00
Total undeclared and unpaid cash dividends $ 8,784,600  
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred Units [Line Items]    
Preferred stock, shares authorized 11,000,000 11,000,000
Preferred stock, liquidation preference per share $ 25.00 $ 25.00
Total undeclared and unpaid cash dividends $ 7,950,470  
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred Units [Line Items]    
Preferred stock, shares authorized 11,000,000 11,000,000
Preferred stock, liquidation preference per share $ 25.00 $ 25.00
Total undeclared and unpaid cash dividends $ 7,196,681  
Sotherly Hotels LP [Member]    
Preferred Units [Line Items]    
Preferred stock, liquidation preference per share $ 25.00 $ 25.00
Sotherly Hotels LP [Member] | 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred Units [Line Items]    
Total undeclared and unpaid cash dividends $ 8,784,600  
Sotherly Hotels LP [Member] | 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred Units [Line Items]    
Total undeclared and unpaid cash dividends 7,950,470  
Sotherly Hotels LP [Member] | 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]    
Preferred Units [Line Items]    
Total undeclared and unpaid cash dividends $ 7,196,681  
v3.26.1
Preferred Stock and Units - Schedule of Series of Cumulative Redeemable Perpetual Preferred Stock (Detail) - $ / shares
 12 Months Ended
Oct. 24, 2025
Dec. 31, 2025
Dec. 31, 2024
Class Of Stock [Line Items]      
Preferred Stock, Liquidation Preference   $ 25.00 $ 25.00
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Per Annum Rate 8.00% 8.00% 8.00%
Preferred Stock, Liquidation Preference   $ 25.00 $ 25.00
Preferred Stock, Number of Shares Issued   1,464,100 1,464,100
Preferred Stock, Number of Shares Outstanding   1,464,100 1,464,100
Preferred Stock, Quarterly Distributions Per Share   $ 0.500000 $ 0.500000
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Per Annum Rate 7.875% 7.875% 7.875%
Preferred Stock, Liquidation Preference   $ 25.00 $ 25.00
Preferred Stock, Number of Shares Issued   1,346,110 1,346,110
Preferred Stock, Number of Shares Outstanding   1,346,110 1,346,110
Preferred Stock, Quarterly Distributions Per Share   $ 0.492188 $ 0.492188
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Per Annum Rate 8.25% 8.25% 8.25%
Preferred Stock, Liquidation Preference   $ 25.00 $ 25.00
Preferred Stock, Number of Shares Issued   1,163,100 1,163,100
Preferred Stock, Number of Shares Outstanding   1,163,100 1,163,100
Preferred Stock, Quarterly Distributions Per Share   $ 0.515625 $ 0.515625
v3.26.1
Preferred Stock and Units - Schedule of Series of Cumulative Redeemable Perpetual Preferred Units (Detail) - Sotherly Hotels LP [Member] - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member]    
Preferred Units [Line Items]    
Preferred Units, Per Annum Rate 8.00%  
Preferred Units, Liquidation Preference $ 25.00  
Preferred Units, Number of Units Issued 1,464,100 1,464,100
Preferred Units, Number of Units Outstanding 1,464,100 1,464,100
Preferred Units, Quarterly Distributions Per Unit $ 0.500000  
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member]    
Preferred Units [Line Items]    
Preferred Units, Per Annum Rate 7.875%  
Preferred Units, Liquidation Preference $ 25.00  
Preferred Units, Number of Units Issued 1,346,110 1,346,110
Preferred Units, Number of Units Outstanding 1,346,110 1,346,110
Preferred Units, Quarterly Distributions Per Unit $ 0.492188  
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member]    
Preferred Units [Line Items]    
Preferred Units, Per Annum Rate 8.25%  
Preferred Units, Liquidation Preference $ 25.00  
Preferred Units, Number of Units Issued 1,163,100 1,163,100
Preferred Units, Number of Units Outstanding 1,163,100 1,163,100
Preferred Units, Quarterly Distributions Per Unit $ 0.515625  
v3.26.1
Preferred Stock and Units - Quarterly Distributions In Arrears Paid by Operating Partnership (Detail) - Sotherly Hotels LP [Member] - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | March 31, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     $ 0.500000
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | June 30, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.500000
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | September 30, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.500000
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | December 31, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.500000
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | March 31, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.500000
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | June 30, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   $ 0.500000  
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | September 30, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   0.500000  
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | December 31, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   0.500000  
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | March 31, 2022 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   0.500000  
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | June 30, 2022 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share $ 0.500000    
8% Series B Cumulative Redeemable Perpetual Preferred Units [Member] | September 30, 2022 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share 0.500000    
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | March 31, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.492188
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | June 30, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.492188
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | September 30, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.492188
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | December 31, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.492188
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | March 31, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.492188
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | June 30, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   0.492188  
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | September 30, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   0.492188  
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | December 31, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   0.492188  
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | March 31, 2022 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   0.492188  
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | June 30, 2022 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share 0.492188    
7.875% Series C Cumulative Redeemable Perpetual Preferred Units [Member] | September 30, 2022 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share 0.492188    
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | March 31, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.515625
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | June 30, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.515625
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | September 30, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.515625
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | December 31, 2020 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     0.515625
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | March 31, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share     $ 0.515625
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | June 30, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   0.515625  
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | September 30, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   0.515625  
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | December 31, 2021 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   0.515625  
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | March 31, 2022 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share   $ 0.515625  
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | June 30, 2022 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share 0.515625    
8.25% Series D Cumulative Redeemable Perpetual Preferred Units [Member] | September 30, 2022 [Member]      
Class Of Stock [Line Items]      
Preferred Stock, Quarterly Distributions Paid Per Share $ 0.515625    
v3.26.1
Common Stock and Units - Additional Information (Detail)
 12 Months Ended 24 Months Ended
May 01, 2025
shares
Jan. 02, 2025
shares
Jan. 18, 2024
shares
Aug. 30, 2023
shares
Aug. 18, 2023
shares
Apr. 28, 2023
shares
Jan. 23, 2023
shares
Jan. 12, 2023
shares
Dec. 31, 2025
USD ($)
$ / shares
shares
Dec. 31, 2021
shares
Oct. 24, 2025
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Class of Stock [Line Items]                        
Common stock, shares authorized                 69,000,000     69,000,000
Common stock, par value | $ / shares                 $ 0.01   $ 2.25 $ 0.01
Voting right                 Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders.      
Number of issued unit in Operating Partnership   277,250 152,360       205,000 15,000        
Common stock, shares outstanding                 20,490,501     19,849,165
Common stock exchange ratio                 1      
Redemption of units in operating partnership 364,086                 0    
Conversion of units in operating partnership to shares of common stock, number of units       133,099 252,903 75,000            
Operating Partnership common units outstanding                 20,490,601     20,213,351
Operating Partnership common units not owned                 100     364,186
Unpaid common dividends and distributions amount to holders | $                 $ 2,000,000     $ 2,000,000
Sotherly Hotels LP [Member]                        
Class of Stock [Line Items]                        
Fair market value | $                 $ 215     $ 300,000
Common Stock [Member]                        
Class of Stock [Line Items]                        
Common stock, par value | $ / shares                     $ 0.01  
Common Stock [Member] | Directors, Officers, and Employees [Member]                        
Class of Stock [Line Items]                        
Restricted shares issued             205,000          
Issuance of unrestricted common stock awards, shares   260,000 139,610         64,278        
Common Stock [Member] | Independent Directors [Member]                        
Class of Stock [Line Items]                        
Restricted shares issued   15,000 12,750         15,000        
Issuance of unrestricted common stock awards, shares   2,250                    
v3.26.1
Related Party Transactions - Additional Information (Detail)
 1 Months Ended 3 Months Ended 12 Months Ended
Aug. 30, 2023
shares
Aug. 18, 2023
shares
Apr. 28, 2023
shares
Dec. 13, 2019
ft²
Resort
Hotel
Dec. 31, 2023
USD ($)
Dec. 31, 2025
USD ($)
Sep. 30, 2025
USD ($)
Jun. 30, 2025
USD ($)
Mar. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
Dec. 31, 2025
USD ($)
shares
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2019
Related Party Transaction [Line Items]                                  
Accounts receivable - affiliate           $ 4,847,249       $ 4,669,763       $ 4,847,249 $ 4,669,763    
Operating Income (Loss)           $ (505,962) $ 514,758 $ 6,574,753 $ 6,112,724 3,919,033 $ 1,754,934 $ 9,299,783 $ 5,674,112 $ 12,696,273 20,647,862 $ 18,925,431  
Common Stock [Member]                                  
Related Party Transaction [Line Items]                                  
Conversion of units in Operating Partnership to shares of common stock, shares | shares                           364,086   461,002  
Common Stock [Member] | Director [Member]                                  
Related Party Transaction [Line Items]                                  
Conversion of units in Operating Partnership to shares of common stock, shares | shares 133,099                                
Common Stock [Member] | Trust in which Chairman has Beneficial Interest [Member]                                  
Related Party Transaction [Line Items]                                  
Conversion of units in Operating Partnership to shares of common stock, shares | shares   252,903 75,000                            
OTH Master Agreement [Member]                                  
Related Party Transaction [Line Items]                                  
Percentage of management fee due           2.50%               2.50%      
Management fee of gross revenues for first full fiscal year           2.00%               2.00%      
Management fee of gross revenues for second full fiscal year           2.25%               2.25%      
Management fee of gross revenues for every year thereafter           2.50%               2.50%      
Our Town Hospitality [Member]                                  
Related Party Transaction [Line Items]                                  
Accounts receivable - affiliate           $ 20,000.00       20,000.00       $ 20,000.00 20,000.00    
Accounts payable - affiliate           $ 1,000,000       $ 900,000       $ 1,000,000 900,000    
Our Town Hospitality [Member] | Master Agreement [Member]                                  
Related Party Transaction [Line Items]                                  
Number of rental programs | Resort       2                          
Andrew M. Sims [Member] | Our Town Hospitality [Member]                                  
Related Party Transaction [Line Items]                                  
Percentage of total outstanding ownership interests           15.00%               15.00%      
David R. Folsom [Member] | Our Town Hospitality [Member]                                  
Related Party Transaction [Line Items]                                  
Percentage of total outstanding ownership interests           6.50%               6.50%      
Andrew M. Sims Jr [Member] | Our Town Hospitality [Member]                                  
Related Party Transaction [Line Items]                                  
Percentage of total outstanding ownership interests           58.00%               58.00%      
Our Town Hospitality [Member]                                  
Related Party Transaction [Line Items]                                  
Rent income                           $ 99,304 135,511 $ 24,755  
Area of office space subleased | ft²       2,245                          
Sublease term       5 years                          
Additional renewal of agreement       5 years                          
Lessee, operating lease, existence of option to extend [true false]                           true      
Employee medical benefits paid                           $ 3,700,000 3,900,000 2,700,000  
Incentive management fees expense by related party                           0 100,000 200,000  
Lease concession amount         $ 143,774                        
Our Town Hospitality [Member] | Master Agreement [Member]                                  
Related Party Transaction [Line Items]                                  
Base management fees earned by related party                           4,500,000 4,700,000 4,500,000  
Our Town Hospitality [Member] | OTH Master Agreement [Member]                                  
Related Party Transaction [Line Items]                                  
Number of wholly owned hotels | Hotel       10                          
Incentive management fee equal to increase in gross operating profit percentage                                 10.00%
Maximum incentive management fee of gross revenues                                 0.25%
Immediate Family Members of Chairman [Member]                                  
Related Party Transaction [Line Items]                                  
Total compensation for related parties                           $ 589,331 $ 804,223 $ 549,088  
v3.26.1
Retirement Plans - Additional Information (Detail) - USD ($)
 2 Months Ended 12 Months Ended
May 15, 2020
Feb. 28, 2017
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2021
Dec. 29, 2016
Defined Benefit Plan Disclosure [Line Items]              
Deferral equal to 3.0% of eligible employee compensation 100.00%            
Deferral equal to the next 2.0% of eligible employee compensation 50.00%            
Percentage of deferral equal to eligible employee compensation 3.00%            
Percentage of next specified deferral equal to eligible employee compensation 2.00%            
Percentage of discretionary contribution eligible employee compensation           3.00%  
Contribution for retirement plan     $ 85,883 $ 88,139 $ 84,573    
Maximum amount allocated to purchase common stock under ESOP             $ 5,000,000
Total number of ESOP shares     659,212 538,511      
Fair value of ESOP released from suspense account and recognized compensation cost     $ 1,417,306 $ 501,569      
Compensation cost recognized     $ 79,038 $ 125,497 $ 171,896    
Number of non committed, unearned ESOP shares     0 120,701 247,043    
Fair value of unallocated ESOP shares     $ 0 $ 112,421      
Number of ESOP shares allocated     659,212 538,511      
Number of ESOP shares committed to be released     0        
Employee Stock Option              
Defined Benefit Plan Disclosure [Line Items]              
Number of common stock, shares purchased   682,500          
Purchased common stock, value   $ 4,900,000          
v3.26.1
Retirement Plans - Summary of Shares Allocations are Accounted For Fair Value on The Date of Allocations (Detail) - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Retirement Benefits [Abstract]      
Number of ESOP shares allocated 659,212 538,511  
Number of ESOP shares committed to be released 0    
Total number of ESOP allocated and committed-to-be-released 659,212 538,511  
Number of non committed, unearned ESOP shares 0 120,701 247,043
Total number of ESOP Shares 659,212 659,212  
Fair value of ESOP allocated shares $ 1,417,306 $ 501,569  
Total fair value of ESOP allocated and committed-to-be-released 1,417,306 501,569  
Fair value of ESOP unallocated shares 0 112,421  
Total fair value of ESOP shares $ 1,417,306 $ 613,990  
v3.26.1
Indirect Hotel Operating Expenses - Summary of Indirect Hotel Operating Expenses (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses $ 72,412,162 $ 72,847,022 $ 69,629,724
Sales and Marketing [Member]      
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses 15,942,062 16,079,144 16,095,696
General and Administrative [Member]      
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses 14,812,359 15,113,649 14,105,674
Repairs and Maintenance [Member]      
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses 8,558,585 9,070,165 8,634,637
Utilities [Member]      
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses 6,737,987 6,149,994 5,873,095
Property Taxes [Member]      
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses 6,361,005 5,751,544 5,241,790
Management Fees, Including Incentive [Member]      
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses 4,536,703 4,767,469 4,659,261
Franchise Fees [Member]      
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses 4,131,054 4,286,432 4,271,435
Insurance [Member]      
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses 6,655,393 6,347,150 5,842,930
Information and Telecommunications [Member]      
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses 3,804,604 4,010,693 3,779,019
Other [Member]      
Component Of Operating Cost And Expense [Line Items]      
Total indirect hotel operating expenses $ 872,410 $ 1,270,782 $ 1,126,187
v3.26.1
Income Taxes - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Percentage of taxable ordinary non qualified income 100.00%
v3.26.1
Income Taxes - Components of Income Tax Expense (Benefit) (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Current:      
State $ 50,120 $ 132,491 $ (304,947)
Total 50,120 132,491 (304,947)
Deferred:      
Federal (194,932) (1,109,938) (1,559,177)
State 8,146 (210,919) (254,558)
Subtotals (186,786) (1,320,857) (1,813,735)
Change in deferred tax valuation allowance 186,786 1,320,857 1,813,735
Income tax provision (benefit) $ 50,120 $ 132,491 $ (304,947)
v3.26.1
Income Taxes - Reconciliation of U.S. Statutory Federal Income Tax Expense (Benefit) (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Effective Income Tax Rate Reconciliation, Amount [Abstract]      
Statutory federal income tax expense (benefit) $ (1,623,092) $ 275,593 $ 736,001
Nontaxable and nondeductible items      
Federal tax impact of REIT election 1,433,531 (1,357,871) (2,231,835)
Federal impact of PPP loan forgiveness     (56,470)
State income tax benefit, net of federal expense (benefit) 52,895 (106,088) (566,378)
Change in valuation allowance 186,786 1,320,857 1,813,735
Income tax expense (benefit) $ 50,120 132,491 (304,947)
Effective Income Tax Rate Reconciliation, Percent [Abstract]      
Statutory federal income tax expense (benefit), Percent 21.00%    
Nontaxable and nondeductible items      
Federal tax impact of REIT election, Percent (18.60%)    
State income taxes, net of federal income tax effect, Percent (0.70%)    
Change in valuation allowance, Percent (2.40%)    
Income tax expense (benefit), Percent (0.70%)    
TRS [Member]      
Effective Income Tax Rate Reconciliation, Amount [Abstract]      
Statutory federal income tax expense (benefit)   $ (1,082,278) $ (1,495,834)
v3.26.1
Income Taxes - Summary of Company Paid Income Taxes (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Tax Paid, by Individual Jurisdiction [Line Items]      
Total U.S. state and local $ 143,364    
Total income taxes paid, net of refunds 143,364 $ 158,789 $ 164,450
Maryland [Member]      
Income Tax Paid, by Individual Jurisdiction [Line Items]      
Total U.S. state and local 38,712    
Pennsylvania [Member]      
Income Tax Paid, by Individual Jurisdiction [Line Items]      
Total U.S. state and local 60,691    
Texas [Member]      
Income Tax Paid, by Individual Jurisdiction [Line Items]      
Total U.S. state and local 43,886    
Other [Member]      
Income Tax Paid, by Individual Jurisdiction [Line Items]      
Total U.S. state and local $ 75    
v3.26.1
Income Taxes - Schedule of Significant Components of Deferred Tax Asset (Detail) - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Deferred tax asset:    
Net operating loss carryforwards $ 13,321,350 $ 13,247,852
Accrued compensation 123,117 549,538
Accrued expenses and other 1,056,700 516,991
Deferred tax asset 14,501,167 14,314,381
Less: Valuation allowance (14,501,167) (14,314,381)
Total $ 0 $ 0
v3.26.1
Earnings (Loss) per Share and per Unit - Additional Information (Detail) - shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2025
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items]      
Number of non-committed, unearned ESOP shares 120,701 247,043 0
Unvested Restricted Units [Member]      
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items]      
Anti-dilutive due to net losses, not included in a dilutive calculation 26,940 25,936  
Unvested Restricted Units [Member] | Sotherly Hotels LP [Member]      
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items]      
Anti-dilutive due to net losses, not included in a dilutive calculation 26,940 25,936  
v3.26.1
Earnings (Loss) per Share and per Unit - Computation of Basic Net Earnings (Loss) Per Share (Detail) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2025
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Numerator                      
Net (loss) income $ (8,510,693) $ (5,558,390) $ 1,556,424 $ 4,733,526 $ (1,117,578) $ (3,689,621) $ 4,664,232 $ 1,322,821 $ (7,779,133) $ 1,179,854 $ 3,809,711
Less: Net loss (income) allocated to participating share awards                 35,531 (13,194) (49,118)
Net loss attributable to non-controlling interest                 92,124 122,515 131,710
Undeclared distributions to preferred stockholders                 (7,977,251) (7,977,250) (7,977,250)
Net loss attributable to common stockholders for EPS computation                 $ (15,628,729) $ (6,688,075) $ (4,084,947)
Denominator                      
Weighted average number common shares outstanding for basic EPS computation                 20,247,077 19,417,448 18,843,032
Basic net loss per common share:                      
Undistributed loss                 $ (0.77) $ (0.34) $ (0.22)
Total basic $ (0.51) $ (0.37) $ (0.02) $ 0.13 $ (0.15) $ (0.29) $ 0.13 $ (0.03) (0.77) (0.34) (0.22)
Diluted net loss per common share:                      
Undistributed loss                 (0.77) (0.34) (0.22)
Total diluted $ (0.51) $ (0.37) $ (0.02) $ 0.13 $ (0.15) $ (0.29) $ 0.13 $ (0.03) $ (0.77) $ (0.34) $ (0.22)
v3.26.1
Earnings (Loss) per Share and per Unit - Computation of Basic Earnings (Loss) Per Unit (Detail) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2025
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Numerator                      
Net (loss) income $ (8,510,693) $ (5,558,390) $ 1,556,424 $ 4,733,526 $ (1,117,578) $ (3,689,621) $ 4,664,232 $ 1,322,821 $ (7,779,133) $ 1,179,854 $ 3,809,711
Undeclared distributions to preferred stockholders                 $ (7,977,251) $ (7,977,250) $ (7,977,250)
Basic net income (loss) per unit:                      
Undistributed loss                 $ (0.77) $ (0.34) $ (0.22)
Total basic $ (0.51) $ (0.37) $ (0.02) $ 0.13 $ (0.16) $ (0.28) $ 0.13 $ (0.03)      
Diluted net income (loss) per unit:                      
Undistributed loss                 $ (0.77) $ (0.34) $ (0.22)
Total diluted $ (0.51) $ (0.37) $ (0.02) $ 0.13 $ (0.16) $ (0.28) $ 0.13 $ (0.03)      
Sotherly Hotels LP [Member]                      
Numerator                      
Net (loss) income                 $ (7,779,133) $ 1,179,854 $ 3,809,711
Less: Net loss (income) allocated to participating unit awards                 35,531 (13,194) (49,118)
Undeclared distributions to preferred stockholders                 (7,977,251) (7,977,250) (7,977,250)
Net loss attributable to unitholders for EPU computation                 $ (15,720,853) $ (6,810,590) $ (4,216,657)
Denominator                      
Weighted average number of units outstanding for basic EPU computation                 20,384,444 19,997,274 19,808,602
Basic net income (loss) per unit:                      
Undistributed loss                 $ (0.77) $ (0.34) $ (0.21)
Total basic                 (0.77) (0.34) (0.21)
Diluted net income (loss) per unit:                      
Undistributed loss                 (0.77) (0.34) (0.21)
Total diluted                 $ (0.77) $ (0.34) $ (0.21)
v3.26.1
Quarterly Operating Results - Unaudited - Quarterly Operating Results (Detail) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2025
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Quarterly Financial Information Disclosure [Abstract]                      
Total revenue $ 41,267,618 $ 38,013,122 $ 48,794,144 $ 48,312,344 $ 43,951,507 $ 40,699,981 $ 50,694,367 $ 46,548,432      
Total operating expenses 41,773,580 37,498,364 42,219,391 42,199,620 40,032,474 38,945,047 41,394,584 40,874,320      
Net operating income (loss) (505,962) 514,758 6,574,753 6,112,724 3,919,033 1,754,934 9,299,783 5,674,112 $ 12,696,273 $ 20,647,862 $ 18,925,431
Net income (loss) (8,510,693) (5,558,390) 1,556,424 4,733,526 (1,117,578) (3,689,621) 4,664,232 1,322,821 (7,779,133) 1,179,854 3,809,711
Net income (loss) attributable to common stockholders $ (10,453,925) $ (7,484,536) $ (416,328) $ 2,690,529 $ (3,033,515) $ (5,603,761) $ 2,621,768 $ (659,373) $ (15,664,260) $ (6,674,881) $ (4,035,829)
Income (loss) per share attributable to common stockholders- basic $ (0.51) $ (0.37) $ (0.02) $ 0.13 $ (0.15) $ (0.29) $ 0.13 $ (0.03) $ (0.77) $ (0.34) $ (0.22)
Income (loss) per share attributable to common stockholders- diluted $ (0.51) $ (0.37) $ (0.02) $ 0.13 $ (0.15) $ (0.29) $ 0.13 $ (0.03) $ (0.77) $ (0.34) $ (0.22)
Net income (loss) available to operating partnership unitholders $ (10,505,006) $ (7,552,703) $ (437,889) $ 2,739,214 $ (3,111,890) $ (5,683,934) $ 2,669,919 $ (671,491)      
Income (loss) per unit attributable to operating partnership unitholders- basic $ (0.51) $ (0.37) $ (0.02) $ 0.13 $ (0.16) $ (0.28) $ 0.13 $ (0.03)      
Income (loss) per unit attributable to operating partnership unitholders- diluted $ (0.51) $ (0.37) $ (0.02) $ 0.13 $ (0.16) $ (0.28) $ 0.13 $ (0.03)      
v3.26.1
Segment Information - Additional Information (Details)
 12 Months Ended
Dec. 31, 2025
Segment
Segment Reporting [Abstract]  
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember, srt:PresidentMember
Segment Reporting, Factors Used to Identify Entity's Reportable Segments The CODM separately evaluates the performance of each of the Company’s hotel properties and each hotel property is an operating segment. However, because each of the hotels has similar economic characteristics, facilities, and services, the hotel properties have been aggregated into a single reportable segment.
Number of reportable segment 1
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description The CODM assesses performance for the hotel segment and decides how to allocate resources based on Hotel EBITDA, which is a non-GAAP financial measure. We define Hotel EBITDA as net income or loss excluding: (1) interest expense, (2) interest income, (3) income tax expense or benefit, (4) depreciation and amortization, (5) impairment of long-lived assets or investments, (6) gains and losses on disposal and/or sale of assets, (7) gains and losses on involuntary conversions of assets, (8) realized and unrealized gains and losses on derivative instruments not included in other comprehensive income, (9) other income at the properties, (10) loss on early debt extinguishment, (11) Paycheck Protection Program (PPP) debt forgiveness, (12) gain on exercise of development right, (13) corporate general and administrative expense, and (14) other income.
Segment Reporting, No Asset Information [true false] false
v3.26.1
Segment Information - Summary of Information About Profit or Loss for Hotel Segment (Details) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Segment Reporting Information [Line Items]      
Total revenue $ 176,387,228 $ 181,894,287 $ 173,838,057
Total hotel operating expenses 133,935,434 135,081,459 129,050,356
Rooms Department [Member]      
Segment Reporting Information [Line Items]      
Total revenue 114,400,434 119,079,903 114,748,834
Total hotel operating expenses 26,732,018 27,376,330 26,177,539
Food and Beverage Department [Member]      
Segment Reporting Information [Line Items]      
Total revenue 36,458,606 36,626,906 35,231,959
Total hotel operating expenses 25,606,512 25,429,218 24,211,133
Other Operating Departments [Member]      
Segment Reporting Information [Line Items]      
Total revenue 25,528,188 26,187,478 23,857,264
Total hotel operating expenses 9,184,742 9,428,889 9,031,960
Indirect [Member]      
Segment Reporting Information [Line Items]      
Total hotel operating expenses 72,412,162 72,847,022 69,629,724
Hotel Segment [Member]      
Segment Reporting Information [Line Items]      
Total revenue 176,387,228 181,894,287 173,838,057
Total hotel operating expenses 133,935,434 135,081,459 129,050,356
Earnings Before Interest Tax Depreciation and Amortization, Total 42,451,794 46,812,828 44,787,701
Hotel Segment [Member] | Rooms Department [Member]      
Segment Reporting Information [Line Items]      
Total revenue 114,400,434 119,079,903 114,748,834
Total hotel operating expenses 26,732,018 27,376,330 26,177,539
Hotel Segment [Member] | Food and Beverage Department [Member]      
Segment Reporting Information [Line Items]      
Total revenue 36,458,606 36,626,906 35,231,959
Total hotel operating expenses 25,606,512 25,429,218 24,211,133
Hotel Segment [Member] | Other Operating Departments [Member]      
Segment Reporting Information [Line Items]      
Total revenue 25,528,188 26,187,478 23,857,264
Total hotel operating expenses 9,184,742 9,428,889 9,031,960
Hotel Segment [Member] | Indirect [Member]      
Segment Reporting Information [Line Items]      
Total hotel operating expenses $ 72,412,162 $ 72,847,022 $ 69,629,724
v3.26.1
Segment Information - Schedule of Reconciliation of Hotel Segment Profit and Loss to Company's Consolidated Totals (Details) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2025
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]                      
Net (loss) income $ (8,510,693) $ (5,558,390) $ 1,556,424 $ 4,733,526 $ (1,117,578) $ (3,689,621) $ 4,664,232 $ 1,322,821 $ (7,779,133) $ 1,179,854 $ 3,809,711
Interest expense                 24,799,871 20,882,681 17,588,091
Interest income                 (252,961) (692,756) (802,183)
Income tax expense (benefit)                 50,120 132,491 (304,947)
Depreciation and amortization                 19,658,902 19,380,906 18,788,748
Impairment of investment in hotel properties, net                 1,310,000    
Loss on early extinguishment of debt                 (463,195) (241,878)  
Gain on disposal of assets                   (4,400) (4,700)
PPP loan forgiveness                     275,494
Other income                 (467,599) (489,267) (456,388)
Net gain on involuntary conversion of assets                 (3,985,417) (502,808) (1,371,041)
Corporate general and administrative expenses                 8,786,311 6,788,460 7,078,222
Hotel Segment [Member]                      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]                      
Net (loss) income                 (7,779,133) 1,179,854 3,809,711
Interest expense                 24,799,871 20,882,681 17,588,091
Interest income                 (252,961) (692,756) (802,183)
Income tax expense (benefit)                 50,120 132,491 (304,947)
Depreciation and amortization                 19,658,902 19,380,906 18,788,748
Impairment of investment in hotel properties, net                 1,310,308    
Realized and unrealized (gain) loss on hedging activities                 (131,803) (104,211) 737,682
Loss on early extinguishment of debt                 463,195 241,878  
Gain on disposal of assets                   (4,400) (4,700)
PPP loan forgiveness                   (0) (275,494)
Other income                 (467,599) (489,267) (456,388)
Net gain on involuntary conversion of assets                 (3,985,417) (502,808) (1,371,041)
Corporate general and administrative expenses                 8,786,311 6,788,460 7,078,222
Earnings Before Interest Tax Depreciation and Amortization, Total                 $ 42,451,794 $ 46,812,828 $ 44,787,701
v3.26.1
Subsequent Events- Additional Information (Detail)
 12 Months Ended
Apr. 08, 2026
USD ($)
Mar. 25, 2026
USD ($)
shares
Mar. 24, 2026
USD ($)
Feb. 12, 2026
USD ($)
ExtensionOption
Dec. 31, 2025
Subsequent Event [Line Items]          
Floating rate of interest rate         7.50%
SOFR Member          
Subsequent Event [Line Items]          
Floating rate of interest rate         3.35%
Subsequent Events [Member]          
Subsequent Event [Line Items]          
Additional paid-in-capital       $ 21,200,000  
Payments received       7,300,000  
Termination fees       9,700,000  
Equity contribution     $ 22,700,000    
Subsequent Events [Member] | Series B Preferred Stock [Member]          
Subsequent Event [Line Items]          
Preferred Stock redeemed | shares   1,188,042      
Exchange for Preferred Stock   $ 22,200,000      
Subsequent Events [Member] | Series C Preferred Stock [Member]          
Subsequent Event [Line Items]          
Preferred Stock redeemed | shares   1,202,415      
Exchange for Preferred Stock   $ 23      
Subsequent Events [Member] | Series D Preferred Stock [Member]          
Subsequent Event [Line Items]          
Preferred Stock redeemed | shares   820,066      
Exchange for Preferred Stock   $ 13,700,000      
Subsequent Events [Member] | Mortgage Loans [Member]          
Subsequent Event [Line Items]          
Loans payable       $ 243,000,000  
Debt instrument maturity date       Feb. 12, 2029  
Mortgage loans maturity term       3 years  
Extension option | ExtensionOption       2  
Debt instrument extension period       1 year  
Subsequent Events [Member] | Mortgage Loans [Member] | Maximum [Member]          
Subsequent Event [Line Items]          
Loans payable       $ 308,000,000  
Subsequent Events [Member] | Mortgage Loans [Member] | SOFR Member          
Subsequent Event [Line Items]          
Floating rate of interest rate       3.60%  
Interest rate cap strike rate       5.50%  
Subsequent Events [Member] | Affiliates of Apollo Global Management, Inc. [Member]          
Subsequent Event [Line Items]          
Additional proceeds from the mortgage loan $ 35,000,000   15,000,000    
Subsequent Events [Member] | Ascendant Capital Partners LP. [Member]          
Subsequent Event [Line Items]          
Loans payable       $ 26,700,000  
Debt instrument maturity date       Feb. 12, 2030  
Mortgage loans maturity term       4 years  
Extension option | ExtensionOption       1  
Debt instrument extension period       1 year  
Additional proceeds from the mortgage loan     $ 13.3    
Subsequent Events [Member] | Ascendant Capital Partners LP. [Member] | Maximum [Member]          
Subsequent Event [Line Items]          
Loans payable       $ 45,000,000  
Subsequent Events [Member] | Ascendant Capital Partners LP. [Member] | First Year Term Loan [Member]          
Subsequent Event [Line Items]          
Fixed interest rate       16.00%  
Subsequent Events [Member] | Ascendant Capital Partners LP. [Member] | Second Year Term Loan [Member]          
Subsequent Event [Line Items]          
Increase in interest percentage       16.25%  
Subsequent Events [Member] | Ascendant Capital Partners LP. [Member] | Remainder of Term Loan [Member]          
Subsequent Event [Line Items]          
Increase in interest percentage       16.50%  
v3.26.1
Schedule III - Real Estate and Accumulated Depreciation - Real Estate and Accumulated Depreciation (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Encumbrances $ 317,290      
Initial Costs, Land 56,412      
Initial Costs, Building & Improvements 301,739      
Costs Capitalized Subsequent to Acquisition, Land 5,067      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 135,818      
Gross Amount at End of Year, Land 61,480      
Gross Amount at End of Year, Building & Improvements 437,557      
Gross Amount at End of Year, Total 499,037 $ 489,726 $ 479,948 $ 473,653
Accumulated Depreciation & Impairment $ (171,367)      
The DeSoto - Savannah, Georgia [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description The DeSoto – Savannah, Georgia      
Encumbrances $ 42,000      
Initial Costs, Land 600      
Initial Costs, Building & Improvements 13,562      
Costs Capitalized Subsequent to Acquisition, Land 948      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 29,717      
Gross Amount at End of Year, Land 1,548      
Gross Amount at End of Year, Building & Improvements 43,279      
Gross Amount at End of Year, Total 44,827      
Accumulated Depreciation & Impairment $ (20,232)      
Date of Construction 1968      
Date Acquired 2004      
The DeSoto - Savannah, Georgia [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
The DeSoto - Savannah, Georgia [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
DoubleTree by Hilton Jacksonville Riverfront - Jacksonville, Florida [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description DoubleTree by Hilton Jacksonville Riverfront – Jacksonville, Florida      
Encumbrances $ 25,592      
Initial Costs, Land 7,090      
Initial Costs, Building & Improvements 14,604      
Costs Capitalized Subsequent to Acquisition, Land 546      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 12,181      
Gross Amount at End of Year, Land 7,636      
Gross Amount at End of Year, Building & Improvements 26,785      
Gross Amount at End of Year, Total 34,421      
Accumulated Depreciation & Impairment $ (12,982)      
Date of Construction 1970      
Date Acquired 2005      
DoubleTree by Hilton Jacksonville Riverfront - Jacksonville, Florida [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
DoubleTree by Hilton Jacksonville Riverfront - Jacksonville, Florida [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
DoubleTree by Hilton Laurel - Laurel, Maryland [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description DoubleTree by Hilton Laurel – Laurel, Maryland      
Encumbrances $ 10,000      
Initial Costs, Land 900      
Initial Costs, Building & Improvements 9,443      
Costs Capitalized Subsequent to Acquisition, Land 77      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 6,550      
Gross Amount at End of Year, Land 977      
Gross Amount at End of Year, Building & Improvements 15,993      
Gross Amount at End of Year, Total 16,970      
Accumulated Depreciation & Impairment $ (8,672)      
Date of Construction 1985      
Date Acquired 2004      
DoubleTree by Hilton Laurel - Laurel, Maryland [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
DoubleTree by Hilton Laurel - Laurel, Maryland [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
DoubleTree by Hilton Philadelphia Airport - Philadelphia, Pennsylvania [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description DoubleTree by Hilton Philadelphia Airport – Philadelphia, Pennsylvania      
Encumbrances $ 35,915      
Initial Costs, Land 2,100      
Initial Costs, Building & Improvements 22,031      
Costs Capitalized Subsequent to Acquisition, Land 450      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 9,893      
Gross Amount at End of Year, Land 2,550      
Gross Amount at End of Year, Building & Improvements 31,924      
Gross Amount at End of Year, Total 34,474      
Accumulated Depreciation & Impairment $ (16,115)      
Date of Construction 1972      
Date Acquired 2004      
DoubleTree by Hilton Philadelphia Airport - Philadelphia, Pennsylvania [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
DoubleTree by Hilton Philadelphia Airport - Philadelphia, Pennsylvania [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
DoubleTree Resort by Hilton Hollywood Beach - Hollywood Beach Florida [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description DoubleTree Resort by Hilton Hollywood Beach - Hollywood Beach, Florida      
Encumbrances $ 48,967      
Initial Costs, Land 22,865      
Initial Costs, Building & Improvements 67,660      
Costs Capitalized Subsequent to Acquisition, Land 830      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 10,006      
Gross Amount at End of Year, Land 23,695      
Gross Amount at End of Year, Building & Improvements 77,666      
Gross Amount at End of Year, Total 101,361      
Accumulated Depreciation & Impairment $ (22,313)      
Date of Construction 1972      
Date Acquired 2015      
DoubleTree Resort by Hilton Hollywood Beach - Hollywood Beach Florida [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
DoubleTree Resort by Hilton Hollywood Beach - Hollywood Beach Florida [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
Georgian Terrace - Atlanta, Georgia [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description Georgian Terrace – Atlanta, Georgia      
Encumbrances $ 33,470      
Initial Costs, Land 10,128      
Initial Costs, Building & Improvements 45,386      
Costs Capitalized Subsequent to Acquisition, Land (1,135)      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 11,762      
Gross Amount at End of Year, Land 8,993      
Gross Amount at End of Year, Building & Improvements 57,148      
Gross Amount at End of Year, Total 66,141      
Accumulated Depreciation & Impairment $ (18,480)      
Date of Construction 1911      
Date Acquired 2014      
Georgian Terrace - Atlanta, Georgia [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
Georgian Terrace - Atlanta, Georgia [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
Hotel Alba Tampa, Tapestry Collection by Hilton - Tampa, Florida [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description Hotel Alba Tampa, Tapestry Collection by Hilton – Tampa, Florida      
Encumbrances $ 35,000      
Initial Costs, Land 4,153      
Initial Costs, Building & Improvements 9,670      
Costs Capitalized Subsequent to Acquisition, Land 1,909      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 27,227      
Gross Amount at End of Year, Land 6,062      
Gross Amount at End of Year, Building & Improvements 36,897      
Gross Amount at End of Year, Total 42,959      
Accumulated Depreciation & Impairment $ (16,621)      
Date of Construction 1973      
Date Acquired 2007      
Hotel Alba Tampa, Tapestry Collection by Hilton - Tampa, Florida [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
Hotel Alba Tampa, Tapestry Collection by Hilton - Tampa, Florida [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
Hotel Ballast Wilmington, Tapestry Collection by Hilton - Wilmington, North Carolina [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description Hotel Ballast Wilmington, Tapestry Collection by Hilton – Wilmington, North Carolina      
Encumbrances $ 28,742      
Initial Costs, Land 785      
Initial Costs, Building & Improvements 16,829      
Costs Capitalized Subsequent to Acquisition, Land 1,002      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 17,230      
Gross Amount at End of Year, Land 1,787      
Gross Amount at End of Year, Building & Improvements 34,059      
Gross Amount at End of Year, Total 35,846      
Accumulated Depreciation & Impairment $ (20,035)      
Date of Construction 1970      
Date Acquired 2004      
Hotel Ballast Wilmington, Tapestry Collection by Hilton - Wilmington, North Carolina [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
Hotel Ballast Wilmington, Tapestry Collection by Hilton - Wilmington, North Carolina [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
Hyatt Centric Arlington - Arlington, Virginia [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description Hyatt Centric Arlington - Arlington, Virginia      
Encumbrances $ 44,118      
Initial Costs, Land 191      
Initial Costs, Building & Improvements 70,369      
Costs Capitalized Subsequent to Acquisition, Land 79      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 3,053      
Gross Amount at End of Year, Land 270      
Gross Amount at End of Year, Building & Improvements 73,422      
Gross Amount at End of Year, Total 73,692      
Accumulated Depreciation & Impairment $ (14,777)      
Date Acquired 2018      
Hyatt Centric Arlington - Arlington, Virginia [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
Hyatt Centric Arlington - Arlington, Virginia [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
The Whitehall - Houston, Texas [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description The Whitehall – Houston, Texas      
Encumbrances $ 13,486      
Initial Costs, Land 7,374      
Initial Costs, Building & Improvements 22,185      
Costs Capitalized Subsequent to Acquisition, Land 362      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 8,191      
Gross Amount at End of Year, Land 7,736      
Gross Amount at End of Year, Building & Improvements 30,376      
Gross Amount at End of Year, Total 38,112      
Accumulated Depreciation & Impairment $ (17,922)      
Date of Construction 1963      
Date Acquired 2013      
The Whitehall - Houston, Texas [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
The Whitehall - Houston, Texas [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
Hyde Resort & Residences [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description Lyfe Resort & Residences      
Lyfe Resort & Residences [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Initial Costs, Land $ 226      
Initial Costs, Building & Improvements 4,290      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 8      
Gross Amount at End of Year, Land 226      
Gross Amount at End of Year, Building & Improvements 4,298      
Gross Amount at End of Year, Total 4,524      
Accumulated Depreciation & Impairment $ (2,293)      
Date of Construction 2016      
Date Acquired 2017      
Lyfe Resort & Residences [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
Lyfe Resort & Residences [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
Hyde Beach House Resort & Residences [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Description Hyde Beach House Resort & Residences      
Initial Costs, Building & Improvements $ 5,710      
Costs Capitalized Subsequent to Acquisition, Building & Improvements 0      
Gross Amount at End of Year, Building & Improvements 5,710      
Gross Amount at End of Year, Total 5,710      
Accumulated Depreciation & Impairment $ (925)      
Date of Construction 2019      
Date Acquired 2019      
Hyde Beach House Resort & Residences [Member] | Minimum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 3 years      
Hyde Beach House Resort & Residences [Member] | Maximum [Member]        
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]        
Life on Which Depreciation is Computed 39 years      
v3.26.1
Schedule III - Real Estate and Accumulated Depreciation - Real Estate and Accumulated Depreciation (Parenthetical) (Detail)
$ in Millions
Dec. 31, 2025
USD ($)
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]  
Aggregate cost of our real estate assets for federal income tax $ 461.0
v3.26.1
Schedule III - Real Estate and Accumulated Depreciation - Reconciliation of Real Estate and Accumulated Depreciation (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Reconciliation of Real Estate      
Beginning Balance $ 489,726 $ 479,948 $ 473,653
Improvements 10,669 10,872 6,863
Disposal of Assets (1,358) (1,094) (568)
Ending Balance 499,037 489,726 479,948
Reconciliation of Accumulated Depreciation      
Beginning Balance 156,667 143,457 130,311
Current Expense 14,648 14,306 13,586
Impairment of Real Estate 1,310    
Disposal of Assets (1,258) (1,096) (440)
Ending Balance $ 171,367 $ 156,667 $ 143,457