Caldwell Maria L 4
4 · Sotherly Hotels Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Sotherly Hotels (SOHO) Director Maria L. Caldwell Sells 48,190 Shares
What Happened Maria L. Caldwell, a director of Sotherly Hotels Inc. (SOHO), had 48,190 shares of the company's common stock converted into cash as part of the merger that closed on February 12, 2026. Each share was converted for $2.25, producing total proceeds of $108,428. This was a disposition (cash-out) tied to the Merger, not an open-market sale by the insider.
Key Details
- Transaction date: 2026-02-12; price: $2.25 per share; shares disposed: 48,190; total value: $108,428.
- Transaction type: Disposition due to Merger (automatic conversion of shares to cash).
- Filing date/timeliness: Report filed 2026-02-12 (same day as the reported transaction).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnote: Per the Merger Agreement dated October 24, 2025, each share was converted into the right to receive $2.25 in cash without interest; the disposition was approved by the board as contemplated by Rule 16b-3.
Context This transaction reflects the merger consideration paid to all common shareholders when Sotherly Hotels was acquired and does not indicate a discretionary open-market sale by the director. Such merger cash-outs are typically administrative outcomes of a deal rather than individual trading signals.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-12$2.25/sh−48,190$108,428→ 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.