| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Sims Andrew | Chairman, Director | 306 S. HENRY STREET, SUITE 100, WILLIAMSBURG | /s/ Andrew M. Sims | 12 Feb 2026 | 0001304020 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SOHO | Common Stock | Disposed to Issuer | $1,860,545 | -826,909 | -100% | $2.25 | 0 | 12 Feb 2026 | Direct | F1, F2 |
| transaction | SOHO | Common Stock | Disposed to Issuer | $1,786,358 | -793,937 | -100% | $2.25 | 0 | 12 Feb 2026 | By AMS Family Partnership, R.L.L.LP. | F1 |
| transaction | SOHO | Common Stock | Disposed to Issuer | $241,852 | -107,490 | -100% | $2.25 | 0 | 12 Feb 2026 | By ESOP | F1, F3 |
| holding | SOHO | 8.0% Series B Preferred Stock | 1,500 | 12 Feb 2026 | Direct | F4 | |||||
| holding | SOHO | 7.875% Series C Preferred Stock | 1,500 | 12 Feb 2026 | Direct | F5 | |||||
| holding | SOHO | 8.25% Series D Preferred Stock | 1,500 | 12 Feb 2026 | Direct | F6 |
Andrew M. Sims is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | Reflects allocations under the issuer's Employee Stock Ownership Plan. Includes additional allocations as of December 31, 2025. |
| F4 | The full security title is 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock. |
| F5 | The full security title is 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock. |
| F6 | The full security title is 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock. |