Robertston Walter S III 4
4 · Sotherly Hotels Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Sotherly Hotels (SOHO) Director Robertston Walter S III Sells Shares
What Happened Robertston Walter S III, a director of Sotherly Hotels Inc. (SOHO), disposed of 5,250 shares on February 12, 2026. The shares were converted into cash at $2.25 per share under the company’s merger, generating total proceeds of $11,813. This was a disposition driven by the Merger (not an open-market sale).
Key Details
- Transaction date: February 12, 2026; Price: $2.25 per share; Total: $11,813.
- Transaction type: Disposition to the issuer (D) — shares converted into cash as Merger Consideration.
- Footnote: Merger Agreement dated Oct 24, 2025 — each share was converted into $2.25 cash at the Effective Time (Feb 12, 2026); disposition was approved by the board as contemplated by Rule 16b-3.
- Shares owned after transaction: Not specified in the provided filing details.
- Filing: Form 4 filed with accession 0001193125-26-047913 on Feb 12, 2026 (same day as the transaction), indicating a timely report.
Context This disposition resulted from a corporate merger in which Sotherly Hotels became a subsidiary and common shares were cashed out at a fixed price. Such merger-driven conversions are routine corporate actions and do not necessarily reflect an insider’s personal trading decision or sentiment.
Insider Transaction Report
Form 4Exit
Robertston Walter S III
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-12$2.25/sh−5,250$11,813→ 0 total
Footnotes (1)
- [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.
Signature
/s/ Walter S. Robertson III|2026-02-12