Folsom David R 4

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.