Sims Andrew 4
4 · Sotherly Hotels Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Sotherly Hotels (SOHO) Chairman Andrew Sims Sells Shares for $3.89M
What Happened Andrew Sims, Chairman and director of Sotherly Hotels Inc. (SOHO), disposed of a total of 1,728,336 shares on February 12, 2026. The dispositions were merger-related conversions into cash at $2.25 per share, producing aggregate proceeds of $3,888,756. These were not open-market sales but were transfers to the issuer as part of the company’s merger transaction.
Key Details
- Transaction date: February 12, 2026; Price: $2.25 per share.
- 826,909 shares → $1,860,545
- 793,937 shares → $1,786,358
- 107,490 shares → $241,853
- Total: 1,728,336 shares → $3,888,756
- Transaction code: D (Disposition to issuer) — shares converted for cash under the Merger.
- Filing date: February 12, 2026 — filed same day as the Effective Time (timely).
- Shares owned after the transaction: Not specified in the provided Form 4 filing.
- Relevant footnotes:
- F1: The dispositions resulted from the Merger (effective Feb 12, 2026); each common share converted into $2.25 cash. Board approved the dispositions consistent with Rule 16b-3.
- F2: Outstanding RSUs were canceled at the Effective Time and converted into cash equal to the number of shares covered times the Merger consideration.
Context These dispositions were part of the company’s merger closing (a corporate transaction that converts shares into cash), not routine open-market selling. Such conversion transactions generally reflect the merger terms rather than an insider expressing a buy/sell view of the company’s future performance.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-12$2.25/sh−826,909$1,860,545→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-02-12$2.25/sh−793,937$1,786,358→ 0 total(indirect: By Partnership) - Disposition to Issuer
Common Stock
[F1][F3]2026-02-12$2.25/sh−107,490$241,853→ 0 total(indirect: By ESOP)
- 1,500
8.0% Series B Preferred Stock
[F4] - 1,500
7.875% Series C Preferred Stock
[F5] - 1,500
8.25% Series D Preferred Stock
[F6]
Footnotes (6)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 24, 2025, by and among Sotherly Hotels Inc., a Maryland corporation (the "Company"), KW Kingfisher LLC, a Delaware limited liability company ("Parent"), and Sparrows Nest LLC, a Maryland limited liability company ("Merger Sub"), at the effective time on February 12, 2026 (the "Effective Time"), Merger Sub merged with and into the Company, with the Company surviving such merger (the "Merger") as a subsidiary of Parent. In connection with the Merger, each share of Company common stock, par value $.01 per share ("Common Stock"), was automatically converted into the right to receive $2.25 in cash per share without interest (the "Merger Consideration"). The disposition of the securities by the Reporting Person in the Merger was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- [F2]Pursuant to the Merger Agreement, each restricted stock unit (a "RSU") that was outstanding immediately prior to the Effective Time was canceled as of the Effective Time and converted into a right to receive a cash payment with respect to an aggregate amount, without interest, equal in value to (x) the number of shares of Common Stock subject to such RSU immediately prior to the Effective Time, multiplied by (y) the Merger Consideration.
- [F3]Reflects allocations under the issuer's Employee Stock Ownership Plan. Includes additional allocations as of December 31, 2025.
- [F4]The full security title is 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock.
- [F5]The full security title is 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock.
- [F6]The full security title is 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock.