8-K: Sotherly Hotels Appoints New Auditor, Forvis Out

Sotherly Hotels Inc. announced a change in its independent registered public accounting firm, dismissing Forvis Mazars, LLP and appointing Cherry Bekaert LLP.

Summary

• The Audit Committee of Sotherly Hotels Inc. approved the dismissal of Forvis Mazars, LLP as the independent registered public accounting firm, effective September 11, 2025.
• No adverse opinions, disclaimers, qualifications, or modifications were contained in Forvis's reports on financial statements for the past two fiscal years (ended December 31, 2024 and 2023).
• There were no disagreements with Forvis on accounting principles, financial statement disclosure, or auditing scope or procedure during the two most recent fiscal years and from January 1, 2025, through September 11, 2025.
• No reportable events, as defined in Regulation S-K Item 304(a)(1)(v), occurred during the specified period.
• The Audit Committee approved the appointment of Cherry Bekaert LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2025, on September 15, 2025.
• Neither the Company nor anyone on its behalf consulted Cherry Bekaert regarding accounting principles, audit opinions, disagreements, or reportable events during the two most recent fiscal years and up to the date of this report.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive due to the orderly change in auditors without any reported disagreements, adverse opinions, or reportable events, which mitigates potential concerns typically associated with such changes.

Positives

• The transition to a new independent registered public accounting firm occurred without any reported disagreements on accounting principles, financial statement disclosure, or auditing scope.
• Forvis Mazars, LLP's reports for the past two fiscal years did not contain any adverse opinions, disclaimers, or qualifications, indicating a clean audit history prior to the change.
• The company explicitly stated there were no reportable events, which often signal underlying issues, further indicating a smooth transition.

Future Outlook

The company has engaged Cherry Bekaert LLP to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2025.

Management Comments

• Anthony E. Domalski, Chief Financial Officer, signed the report on behalf of Sotherly Hotels Inc. and Sotherly Hotels LP.

Industry Context

Changes in independent auditors are a routine corporate governance matter. The absence of reported disagreements or adverse opinions suggests a standard transition rather than one prompted by significant financial or accounting disputes, which is generally viewed favorably by the market.

Corporate Governance

Stakeholder Impact

• Shareholders can be reassured by the transparent and orderly change of auditors, with no reported disagreements or adverse findings, which supports confidence in the company's financial reporting integrity.

Next Steps

• Cherry Bekaert LLP will serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Key Dates

Recommendation

The filing reports a routine change in the company's independent registered public accounting firm without any reported disagreements, adverse opinions, or reportable events. This information does not provide a basis for a change in investment recommendation, as it does not alter the fundamental investment thesis for the company.

Keywords

Sotherly Hotels, SOHO, auditor change, accounting firm, corporate governance, financial reporting, SEC filing, Forvis Mazars, Cherry Bekaert