David R. Folsom - 12 Feb 2026 Form 4 Insider Report for Sotherly Hotels Inc. (SOHO)

Reporting relationship: President and CEO, Director
Issuer ticker: SOHO
Reported as of: 12 Feb 2026
Net transaction value: -$1,627,301
SEC form: 4
Accepted by SEC: 12 Feb 2026, 10:09:07 UTC
Prior SEC filing: 03 Jan 2025
Source filing: View source filing
Reporting owner signature: /s/ David R. Folsom

Key filing fact

David R. Folsom filed Form 4 for Sotherly Hotels Inc. (SOHO) on 12 Feb 2026.

Key facts

This page summarizes David R. Folsom's Form 4 filing for Sotherly Hotels Inc. (SOHO).
3 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 12 Feb 2026, 10:09.

Change

Previous filing in this sequence was filed on 03 Jan 2025.
Current net transaction value: -$1,627,301.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001350120 Primary reporting owner

Folsom David R

Relationship: President and CEO, Director
Address: 306 S. HENRY STREET, SUITE 100, WILLIAMSBURG
Signature: /s/ David R. Folsom
Signature date: 12 Feb 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SOHO transaction

Common Stock

Disposed to Issuer

Transaction value: $256,714
Shares: -114,095
Change %: -100%
Price: $2.25
Shares after: 0
Date: 12 Feb 2026
Ownership: Direct
Footnotes: F1, F2

SOHO transaction

Common Stock

Disposed to Issuer

Transaction value: $1,128,735
Shares: -501,660
Change %: -100%
Price: $2.25
Shares after: 0
Date: 12 Feb 2026
Ownership: By David R. Folsom Revocable Trust
Footnotes: F1

SOHO transaction

Common Stock

Disposed to Issuer

Transaction value: $241,852
Shares: -107,490
Change %: -100%
Price: $2.25
Shares after: 0
Date: 12 Feb 2026
Ownership: By ESOP
Footnotes: F1, F3

SOHO holding

8.0% Series B Preferred Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 1,450
Date: 12 Feb 2026
Ownership: Direct
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

David R. Folsom is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote F3

Reflects allocations under the issuer's Employee Stock Ownership Plan. Includes additional allocations as of December 31, 2025.

Footnote F4

The full security title is 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock.