Domalski Anthony E 4

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.