CEO’s Sotherly Hotels (SOHO) common shares converted to $2.25 cash in merger

Rhea-AI Filing Summary

Sotherly Hotels Inc.’s President and CEO, David R. Folsom, reported that all of his common stock holdings were disposed of on February 12, 2026 when the company completed a merger. Each share of common stock was automatically converted into the right to receive $2.25 in cash per share under the merger agreement.

The filing shows dispositions of 114,095 common shares held directly, 501,660 shares held through the David R. Folsom Revocable Trust, and 107,490 shares held through the ESOP, after which no common shares remained beneficially owned. Folsom continues to hold 1,450 shares of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock directly.

Insights

Corporate actions analyst

CEO’s common shares are fully cashed out in a merger at $2.25 per share, with preferred holdings remaining.

The report describes how Sotherly Hotels Inc. completed a merger in which each common share was automatically converted into a $2.25 cash payment. David R. Folsom’s directly held common shares, those in his revocable trust, and ESOP allocations were all disposed of as part of this transaction.

After these dispositions, the filing lists no remaining common stock beneficially owned by him, while 1,450 shares of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock are still held directly. The conversion terms and remaining preferred stake are defined by the merger agreement and related plan documents.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Folsom David R

(Last) (First) (Middle)

306 S. HENRY STREET

SUITE 100

(Street)

WILLIAMSBURG VA 23185

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sotherly Hotels Inc. [ SOHO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		D		114,095	D	$2.25(1)(2)	0	D
Common Stock	02/12/2026		D		501,660	D	$2.25(1)	0	I	By David R. Folsom Revocable Trust
Common Stock	02/12/2026		D		107,490	D	$2.25(1)	0	I	By ESOP(3)
8.0% Series B Preferred Stock(4)								1,450	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

2. Pursuant to the Merger Agreement, each restricted stock unit (a "RSU") that was outstanding immediately prior to the Effective Time was canceled as of the Effective Time and converted into a right to receive a cash payment with respect to an aggregate amount, without interest, equal in value to (x) the number of shares of Common Stock subject to such RSU immediately prior to the Effective Time, multiplied by (y) the Merger Consideration.

3. Reflects allocations under the issuer's Employee Stock Ownership Plan. Includes additional allocations as of December 31, 2025.

4. The full security title is 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock.

	/s/ David R. Folsom	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What did Sotherly Hotels Inc. (SOHO) disclose about its CEO’s common stock on this Form 4?

The filing shows President and CEO David R. Folsom disposed of all beneficially owned common shares on February 12, 2026, when a merger closed and each share was automatically converted into the right to receive $2.25 in cash under the merger terms.

At what cash price were Sotherly Hotels Inc. (SOHO) common shares converted in the merger?

Each share of Sotherly Hotels common stock was automatically converted into the right to receive $2.25 in cash per share, without interest. This merger consideration applied to the CEO’s directly held shares, trust-held shares, and ESOP allocations on February 12, 2026.

How many Sotherly Hotels (SOHO) shares did the CEO hold through related entities before the merger?

Before the merger conversion, the Form 4 lists 501,660 common shares held indirectly through the David R. Folsom Revocable Trust and 107,490 common shares held indirectly through the ESOP. All were disposed of for $2.25 per share in the merger transaction.

Did Sotherly Hotels’ (SOHO) CEO retain any preferred stock after the reported transactions?

Yes. Following the merger-related dispositions of common stock, the Form 4 reports that David R. Folsom directly beneficially owns 1,450 shares of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock. No common stock remains listed as beneficially owned after these transactions.

What explains the Sotherly Hotels (SOHO) ESOP shares reported on the CEO’s Form 4?

A footnote states the ESOP entry reflects allocations under the issuer’s Employee Stock Ownership Plan, including additional allocations as of December 31, 2025. Those ESOP-held common shares were also disposed of in the merger for $2.25 per share in cash.

How was the merger involving Sotherly Hotels Inc. (SOHO) structured according to this filing?

The filing describes a merger where Sparrows Nest LLC merged into Sotherly Hotels Inc., making Sotherly a subsidiary of KW Kingfisher LLC. At the effective time on February 12, 2026, each common share was converted into the right to receive $2.25 in cash.