Kucinski Scott M 4

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.