Gibson George S IV 4

4 · Sotherly Hotels Inc. · Filed Feb 12, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

Sotherly Hotels (SOHO) Director George Gibson Sells 76,093 Shares

What Happened

George S. Gibson IV, a director of Sotherly Hotels Inc. (SOHO), disposed of 76,093 shares on February 12, 2026. The shares were converted into cash at $2.25 per share as part of the company’s merger, yielding $171,209 in total consideration. This was a disposition to the issuer in connection with the merger, not an open-market sale.

Key Details

Transaction date: 2026-02-12
Price per share: $2.25; Shares disposed: 76,093; Total proceeds: $171,209
Transaction code: D (Disposition to issuer — conversion in conjunction with a merger)
Shares owned after the transaction: Not specified in the provided excerpt of the filing
Footnote: The sale resulted from the Merger Agreement dated Oct 24, 2025; at the effective time the company was merged into a parent, and each share was converted into the right to receive $2.25 cash. The disposition was approved by the company’s board as contemplated by Rule 16b-3.
Filing timeliness: Reported on 2026-02-12 (same date as the transaction), indicating a timely filing.

Context

This transaction was merger-driven (company shares converted into cash under the merger terms), so it is a corporate event rather than an individual insider selling into the market. Such conversions typically reflect deal terms, not necessarily the insider’s view on future performance.

Form 4Exit

Period: 2026-02-12

Director

Transactions

Disposition to Issuer
Common Stock
[F1]
2026-02-12$2.25/sh−76,093$171,209→ 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/ G. Scott Gibson IV|2026-02-12

1 file