Sims Andrew 4

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.