Domalski Anthony E 4
4 · Sotherly Hotels Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Sotherly Hotels (SOHO) CFO Anthony Domalski Sells 362,440 Shares
What Happened
Anthony E. Domalski, Chief Financial Officer of Sotherly Hotels Inc. (SOHO), disposed of a total of 362,440 shares on February 12, 2026 as part of the company’s merger. The shares were converted into cash at $2.25 per share (merger consideration), producing aggregate proceeds of $815,491. These were dispositions to the issuer in connection with the merger rather than open-market sales.
Key Details
- Transaction date: February 12, 2026. Price: $2.25 per share.
- Shares disposed: 254,950 and 107,490 (total 362,440). Total cash received: $573,638 + $241,853 = $815,491.
- Transaction type: Disposition to issuer under the Merger Agreement (not an open-market trade).
- Filing: Form 4 filed with accession 0001193125-26-047905 on February 12, 2026 (no late filing indicated).
- Shares owned after transaction: Not specified in the provided filing.
- Board approval: The disposition in the Merger was approved by the company’s board as contemplated by Rule 16b-3.
Context
- Per the Merger Agreement effective February 12, 2026, each common share was automatically converted into the right to receive $2.25 in cash. Outstanding RSUs were canceled and converted into the same cash right for the underlying shares (per footnotes F1 and F2).
- Footnote F3 notes allocations under the company’s Employee Stock Ownership Plan, including additional allocations as of December 31, 2025.
- This transaction reflects the cash-out treatment of equity in a corporate merger and should be viewed as a corporate liquidation of holdings rather than a discretionary open-market sell by the insider.
Insider Transaction Report
Form 4Exit
Domalski Anthony E
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-12$2.25/sh−254,950$573,638→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-12$2.25/sh−107,490$241,853→ 0 total(indirect: By ESOP)
Footnotes (3)
- [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.
Signature
/s/ Anthony E. Domalski|2026-02-12