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.
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 114,095 | $2.25 | $257K |
| Disposition | Common Stock | 501,660 | $2.25 | $1.13M |
| Disposition | Common Stock | 107,490 | $2.25 | $242K |
| holding | 8.0% Series B Preferred Stock | -- | -- | -- |
Footnotes (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. 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. Reflects allocations under the issuer's Employee Stock Ownership Plan. Includes additional allocations as of December 31, 2025. The full security title is 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock.
