Form 4: Goldman Sachs Reduces Soho House Stake in Merger

Goldman Sachs entities sold 1.67 million Soho House Class A Common Stock shares for $9.00 each as part of a merger agreement.

Summary

• Goldman Sachs Group Inc. and its affiliated entities (collectively, 'Goldman Sachs entities'), identified as a Director and 10% Owner of Soho House & Co Inc. (SHCO), reported a transaction.
• On January 29, 2026, pursuant to an Agreement and Plan of Merger dated August 15, 2025, a merger occurred where EH MergerSub Inc. merged into Soho House & Co Inc.
• In connection with this merger, 1,666,666 shares of Class A Common Stock directly held by Goldman Sachs entities were canceled and converted into the right to receive $9.00 per share in cash.
• Specifically, shares canceled were: Broad Street Principal Investments, L.L.C. (122,404 shares); West Street Strategic Solutions Fund I, L.P. (609,920 shares); West Street Strategic Solutions Fund I-(C), L.P. (59,930 shares); WSSS Investments W, LLC (750,838 shares); WSSS Investments X, LLC (28,276 shares); WSSS Investments I, LLC (31,784 shares); WSSS Investments U, LLC (33,975 shares); and West Street CT Private Credit Partnership, L.P. (29,539 shares).
• Following this transaction, Goldman Sachs entities collectively beneficially own 13,859,953 shares of Class A Common Stock.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged sale.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event for Soho House & Co Inc. as it is a mandatory reporting of a pre-planned transaction by a major shareholder as part of a merger, rather than a discretionary investment decision.

Positives

• Goldman Sachs entities received cash proceeds of approximately $15 million from the sale of 1,666,666 shares at $9.00 per share.

Negatives

• Goldman Sachs entities reduced their direct beneficial ownership in Soho House & Co Inc. by 1,666,666 shares.

Risks

• The reporting persons disclaim beneficial ownership of the securities reported except to the extent of their pecuniary interest, which is a standard legal disclaimer in such filings.

Future Outlook

This filing reports a past transaction related to a merger and does not provide forward-looking statements or guidance regarding Soho House & Co Inc.'s future performance.

Industry Context

StockSavvy.ai notes that transactions by significant institutional investors like Goldman Sachs, especially in the context of a merger, are closely watched. While this specific transaction is a pre-planned sale as part of a merger, it reflects a change in the ownership structure of Soho House & Co Inc. following a corporate action. The hospitality and leisure industry, where Soho House operates, often sees such consolidation and ownership adjustments.

Comparison to Industry Standards

• This transaction is a standard reporting requirement for insider holdings following a corporate event like a merger, consistent with SEC regulations for 10% owners and directors.
• The per-share price of $9.00 reflects the agreed-upon merger consideration, which would have been determined through negotiations typical for M&A transactions in the hospitality sector, similar to how private equity firms or strategic buyers value assets like hotels or membership clubs.

Related Party Transactions

• The transaction involves Goldman Sachs entities, which are identified as a Director and 10% Owner of Soho House & Co Inc., making this a related party transaction.

Stakeholder Impact

• Shareholders of Soho House & Co Inc. who were part of the merger would have received the $9.00 per share cash consideration for their canceled shares.
• Goldman Sachs entities, as significant shareholders, have reduced their direct stake but retain substantial ownership, indicating continued, albeit adjusted, investment in the company.

Next Steps

• The Goldman Sachs entities will continue to report changes in their beneficial ownership of Soho House & Co Inc. as required by Section 16(a) of the Securities Exchange Act of 1934.

Key Dates

Keywords

Soho House & Co Inc., SHCO, Goldman Sachs, Form 4, Insider Transaction, Merger, Stock Sale, Beneficial Ownership, Class A Common Stock, Rule 10b5-1