ZINNI ANTHONY C 4

What Happened
Director Anthony C. Zinni disposed of 110,164 shares of Sotherly Hotels Inc. (SOHO) on February 12, 2026, at $2.25 per share, for total cash proceeds of $247,869. The disposition was a "Disposition to the issuer" as each share was converted into $2.25 in cash under the Merger Agreement that closed that day.

Key Details

• Transaction date: 2026-02-12; Price per share: $2.25; Shares disposed: 110,164; Total: $247,869.
• Transaction type: Disposition to issuer (merger consideration), filing code D.
• Shares owned after transaction: Not disclosed in this Form 4.
• Footnote: The sale was part of a Merger Agreement effective Feb 12, 2026, under which each share was converted into $2.25 cash; the disposition was approved by the board as contemplated by Rule 16b-3.
• Filing timeliness: Form 4 filed on 2026-02-12 (same date as the transaction), indicating a timely report.

Context
This was not an open-market sale but a cash conversion of shares in connection with Sotherly Hotels’ merger (each share converted into $2.25 cash). Dispositions tied to merger consideration are routine corporate transaction settlements and should be interpreted as a deal-related cash-out rather than a conventional insider sale reflecting trading sentiment.