Kucinski Scott M 4
4 · Sotherly Hotels Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Sotherly Hotels (SOHO) COO Scott M. Kucinski Sells Shares in Merger
What Happened
Scott M. Kucinski, Chief Operating Officer of Sotherly Hotels Inc., disposed of a total of 251,616 shares in connection with the company’s merger, with two dispositions of 153,445 and 98,171 shares. Each share was converted into $2.25 cash under the Merger Agreement (effective Feb 12, 2026), producing proceeds of $345,251 and $220,885, respectively — $566,136 total. These were dispositions to the issuer as part of the merger, not open-market sales.
Key Details
- Transaction date: February 12, 2026
- Price per share: $2.25 (Merger consideration)
- Shares disposed: 153,445 ( $345,251 ) and 98,171 ( $220,885 ) — total 251,616 shares ( $566,136 )
- Shares owned after transaction: Not specified in the provided filing excerpt — see the full Form 4 for post-transaction holdings.
- Footnotes of note:
- F1: Shares were converted into $2.25 cash per the Merger Agreement; board approved the disposition in the manner contemplated by Rule 16b-3.
- F2: Outstanding RSUs were canceled at the Effective Time and converted into a cash payment equal to the number of shares times the $2.25 Merger Consideration.
- F3: Reflects allocations under the issuer’s Employee Stock Ownership Plan, including additional allocations as of Dec 31, 2025.
- Filing timeliness: Report filed on Feb 12, 2026 (same day), no late filing indicated.
Context
This transaction is a cash-out under a corporate merger (disposition to issuer), not an open-market insider sale. Dispositions resulting from mergers and RSU cancellations are routine corporate events and reflect the transaction terms rather than a trading decision by the insider. The board approval under Rule 16b-3 addresses short-swing profit concerns for Section 16 insiders.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-12$2.25/sh−153,445$345,251→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-12$2.25/sh−98,171$220,885→ 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.