Caldwell Maria L 4

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.