Merger cashes out Sotherly Hotels (SOHO) director’s 48,190 shares at $2.25

Rhea-AI Filing Summary

Sotherly Hotels Inc. completed a merger on February 12, 2026, in which each share of common stock was automatically converted into the right to receive $2.25 in cash per share.

Director Maria L. Caldwell disposed of 48,190 shares of common stock in this transaction at $2.25 per share, leaving her with 0 shares beneficially owned afterward. The disposition was approved by the company’s board under Rule 16b-3.

Insights

Equity compensation and governance analyst

Director’s shares were cashed out in an all-cash merger at $2.25 per share.

The filing shows that Maria L. Caldwell, a director of Sotherly Hotels Inc., had 48,190 common shares converted into cash at $2.25 per share when the company merged into a subsidiary of KW Kingfisher LLC on February 12, 2026.

The transaction is coded as a disposition to the issuer and was approved by the board under Rule 16b-3, which addresses insider transactions. This looks like a standard cash-out in a change-of-control event rather than an open-market sale by the director.

Future disclosures in company or acquirer filings may provide broader context on the merger’s strategic rationale and aggregate consideration, but this Form 4 itself focuses narrowly on how one director’s equity was treated at closing.

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

OMB APPROVAL

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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^*

Caldwell Maria L

(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
	Officer (give title below)		Other (specify below)

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		48,190	D	$2.25(1)	0	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.

	/s/ Maria L. Caldwell	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Sotherly Hotels (SOHO) report for Maria L. Caldwell?

Sotherly Hotels reported that director Maria L. Caldwell disposed of 48,190 common shares in connection with a merger. Her shares were converted into cash at $2.25 per share, leaving her with no remaining beneficial ownership after the transaction.

At what price were Sotherly Hotels (SOHO) 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. This all-cash consideration applied to director Maria L. Caldwell’s 48,190 shares when the merger became effective on February 12, 2026.

How many Sotherly Hotels (SOHO) shares did Maria L. Caldwell hold after the merger?

After the merger, director Maria L. Caldwell beneficially owned 0 shares of Sotherly Hotels common stock. Her previously held 48,190 shares were fully converted into cash at $2.25 per share as part of the merger consideration structure.

What type of transaction is shown in this Sotherly Hotels (SOHO) Form 4?

The Form 4 shows a disposition to the issuer of common stock in a merger. Caldwell’s 48,190 shares were automatically converted into cash at $2.25 per share, rather than being sold on the open market, as part of the closing mechanics.

Which merger triggered the insider share conversion at Sotherly Hotels (SOHO)?

The share conversion occurred under a Merger Agreement among Sotherly Hotels Inc., KW Kingfisher LLC as Parent, and Sparrows Nest LLC as Merger Sub. On February 12, 2026, Merger Sub merged into Sotherly, which survived as a subsidiary of Parent.

Was Maria L. Caldwell’s Sotherly Hotels (SOHO) disposition board-approved?

Yes. The disposition of Maria L. Caldwell’s Sotherly Hotels common stock 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, according to the footnote disclosure.