Gibson George S IV 4

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.