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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.
Sotherly Hotels Inc. completed a merger in which Sparrows Nest LLC merged into the company, making it a subsidiary of KW Kingfisher LLC. At the February 12, 2026 effective time, each share of common stock was automatically converted into the right to receive $2.25 in cash per share without interest.
As a result, Chairman and director Andrew Sims and related entities disposed of all direct and indirect common stock holdings and now report zero common shares. All outstanding restricted stock units were canceled and converted into equivalent cash rights based on the same $2.25 per share consideration. Sims continues to hold directly 1,500 shares each of the 8.0% Series B, 7.875% Series C, and 8.25% Series D cumulative redeemable perpetual preferred stock.
Trium Capital LLP, a United Kingdom-based investment adviser, has filed a Schedule 13G reporting a significant passive stake in Sotherly Hotels Inc. common stock. Trium reports beneficial ownership of 1,843,435 shares, representing approximately 7.5%–7.53% of the outstanding common shares.
Trium has sole voting and sole dispositive power over all 1,843,435 shares, with no shared voting or shared dispositive power. The firm certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Sotherly Hotels.