Sotherly Hotels (SOHO) CFO stock converted to $2.25 cash in merger

Rhea-AI Filing Summary

Sotherly Hotels’ chief financial officer, Anthony E. Domalski, reported disposing of all his common shares in connection with the company’s merger into a subsidiary of KW Kingfisher LLC.

On February 12, 2026, Domalski disposed of 254,950 directly held shares and 107,490 shares held indirectly through the Employee Stock Ownership Plan, each converted into the right to receive $2.25 in cash per share under the merger agreement.

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^*

Domalski Anthony E

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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		254,950	D	$2.25(1)(2)	0	D
Common Stock	02/12/2026		D		107,490	D	$2.25(1)	0	I	By ESOP(3)

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.

	/s/ Anthony E. Domalski	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 its CFO?

Sotherly Hotels reported that CFO Anthony E. Domalski disposed of all his common stock on February 12, 2026. The disposition occurred as part of a merger, where his shares were converted into the right to receive $2.25 in cash per share.

How many Sotherly Hotels (SOHO) shares did the CFO dispose of in the merger?

The CFO disposed of 254,950 directly owned shares and 107,490 indirectly owned shares through the ESOP. After these merger-related dispositions, his reported beneficial ownership of Sotherly Hotels common stock was zero shares in both direct and indirect accounts.

What cash consideration did Sotherly Hotels (SOHO) shareholders receive in the merger?

Each share of Sotherly Hotels common stock was automatically converted into the right to receive $2.25 in cash, without interest. This merger consideration applied to the CFO’s shares as well, as part of the transaction approved under the merger agreement.

How were Sotherly Hotels (SOHO) restricted stock units treated in the merger?

Each outstanding restricted stock unit was canceled at the merger’s effective time and converted into a right to a cash payment. The cash value equaled the number of shares underlying the RSU multiplied by the $2.25 per-share merger consideration, paid without interest.

What happened to Sotherly Hotels (SOHO) ESOP allocations for the CFO?

The filing notes that indirect holdings reflect allocations under the issuer’s Employee Stock Ownership Plan, including additional allocations as of December 31, 2025. These ESOP shares were also disposed of in the merger for $2.25 per share in cash.

Which entities were involved in the Sotherly Hotels (SOHO) merger affecting this Form 4?

The merger involved Sotherly Hotels Inc., KW Kingfisher LLC as Parent, and Sparrows Nest LLC as Merger Sub. Sparrows Nest merged into Sotherly Hotels on February 12, 2026, leaving Sotherly as a subsidiary of KW Kingfisher.