Folsom David R 4
4 · Sotherly Hotels Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Sotherly Hotels (SOHO) CEO David Folsom Sells Shares in Merger
What Happened
- David R. Folsom, President, CEO and Director of Sotherly Hotels Inc., disposed of a total of 723,245 shares of Sotherly common stock on February 12, 2026. The disposition was at $2.25 per share (114,095; 501,660; and 107,490 share lots), resulting in aggregate cash proceeds of $1,627,302. These dispositions were effected pursuant to the merger of Sotherly into a subsidiary of the buyer and reflect the automatic cash conversion of shares under the Merger Agreement, not an open‑market sale.
Key Details
- Transaction date and price: February 12, 2026; $2.25 per share.
- Shares disposed: 114,095; 501,660; 107,490 (total 723,245).
- Total proceeds: $1,627,302.
- Shares owned after transaction: Not specified in the filing.
- Notable footnotes:
- F1: Dispositions occurred because each share was converted to $2.25 cash at the effective time of the Merger (board-approved and handled under Rule 16b-3).
- F2: Outstanding RSUs were canceled and converted into a cash payment equal to the RSU share count × $2.25.
- F3: References additional allocations under the issuer’s Employee Stock Ownership Plan (as of 12/31/2025).
- F4: Clarifies full security title for a series of preferred stock (8.0% Series B), unrelated to the common stock dispositions.
- Filing timeliness: Reported with the same Period of Report and filing date (Feb 12, 2026); no late filing indicated.
Context
- These were merger-related cash conversions (automatic dispositions under the Merger Agreement), not discretionary open‑market sales. Such transactions reflect deal consideration being paid to stockholders rather than a trading decision by the insider.
Insider Transaction Report
Form 4Exit
Folsom David R
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-12$2.25/sh−114,095$256,714→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-02-12$2.25/sh−501,660$1,128,735→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1][F3]2026-02-12$2.25/sh−107,490$241,853→ 0 total(indirect: By ESOP)
Holdings
- 1,450
8.0% Series B Preferred Stock
[F4]
Footnotes (4)
- [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.
Signature
/s/ David R. Folsom|2026-02-12