Form 4: Goldman Sachs Funds Sell Soho House Shares in Merger
Insider Transaction Report
Goldman Sachs Group and its affiliated funds reported the sale of 1.67 million Soho House & Co Class A Common Stock shares for $9.00 each, pursuant to a merger agreement.
Summary
- Goldman Sachs Group Inc. and several affiliated investment vehicles (the 'Reporting Persons') reported a transaction involving Soho House & Co Inc. (SHCO) Class A Common Stock.
- On January 29, 2026, 1,666,666 shares of Class A Common Stock directly held by Broad Street Principal Investments, L.L.C. (BSPI) and the GS Funds were canceled and converted into the right to receive $9.00 cash per share.
- This transaction occurred as part of a merger where EH MergerSub Inc. merged with and into Soho House & Co Inc., with the Issuer surviving.
- The merger agreement was dated August 15, 2025, between the Issuer, EH Parent LLC, and EH MergerSub Inc.
- Following this transaction, BSPI and the GS Funds collectively hold 13,859,953 shares of Class A Common Stock.
- The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, as it is a mandatory disclosure of a transaction that occurred as part of a pre-announced merger, rather than new operational or financial news for the issuer.
Positives
- The transaction provides liquidity for 1,666,666 shares of Class A Common Stock at a fixed price of $9.00 per share, as agreed upon in the merger.
- The conversion to cash eliminates market risk for the disposed shares for the Reporting Persons.
Negatives
- No specific negatives are detailed in this Form 4 filing, as it reports a transaction executed under a pre-existing merger agreement.
Risks
- The filing does not explicitly mention new risks; it reports a completed transaction pursuant to a merger agreement.
Future Outlook
The filing does not provide forward-looking statements or guidance from Soho House & Co Inc. It reports a past transaction by a 10% owner related to a merger.
Industry Context
StockSavvy.ai notes that this Form 4 filing reflects a significant insider transaction following a merger event for Soho House & Co Inc. Such disclosures are standard for 10% owners and directors, providing transparency on their holdings post-corporate actions. The fixed cash price for the shares indicates a pre-determined exit strategy for a portion of Goldman Sachs' investment in the context of the broader merger.
Comparison to Industry Standards
- This transaction is a standard outcome for shareholders in a company undergoing a merger where shares are converted to cash, aligning with typical M&A deal structures.
- The $9.00 per share cash consideration would be compared to the stock's trading price prior to the merger announcement (August 15, 2025) to assess the premium or discount offered to shareholders. Without that historical data, a direct comparison to industry benchmarks for deal premiums is not possible from this filing alone.
Stakeholder Impact
- Shareholders who held Class A Common Stock and were subject to the merger terms received $9.00 per share for their converted shares.
- The Reporting Persons (Goldman Sachs and its funds) have reduced their direct holdings in Soho House & Co Inc. by 1,666,666 shares, receiving cash proceeds.
Next Steps
- The Issuer survived the merger, implying continued operations under the new ownership structure (EH Parent LLC).
Key Dates
| Date | Description |
|---|---|
| 2024-06-07 | Date of Power of Attorney for Goldman Sachs & Co. LLC. |
| 2024-06-17 | Date of Power of Attorney for The Goldman Sachs Group, Inc. |
| 2024-08-06 | Date of Power of Attorney for Broad Street Principal Investments, L.L.C., West Street Strategic Solutions Fund I, L.P., West Street Strategic Solutions Fund I-(C), L.P., and West Street CT Private Credit Partnership, L.P. |
| 2025-06-05 | Date of Power of Attorney for WSSS Investments W, LLC, WSSS Investments X, LLC, WSSS Investments I, LLC, and WSSS Investments U, LLC. |
| 2025-08-15 | Date of the Agreement and Plan of Merger between Soho House & Co Inc., EH Parent LLC, and EH MergerSub Inc. |
| 2025-08-19 | Date of Power of Attorney for Goldman Sachs Asset Management, L.P. |
| 2026-01-29 | Transaction Date: Merger effective date, where 1,666,666 shares of Class A Common Stock were converted into cash at $9.00 per share. |
| 2026-02-02 | Filing Date of the Form 4. |
| 2027-06-15 | Expiration date of Power of Attorney for The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. |
| 2027-08-05 | Expiration date of Power of Attorney for Broad Street Principal Investments, L.L.C., West Street Strategic Solutions Fund I, L.P., West Street Strategic Solutions Fund I-(C), L.P., and West Street CT Private Credit Partnership, L.P. |
| 2028-06-03 | Expiration date of Power of Attorney for WSSS Investments W, LLC, WSSS Investments X, LLC, WSSS Investments I, LLC, and WSSS Investments U, LLC. |
| 2028-08-19 | Expiration date of Power of Attorney for Goldman Sachs Asset Management, L.P. |
Keywords
Goldman Sachs, Soho House, SHCO, Merger, Stock Sale, Beneficial Ownership, SEC Form 4, Insider Transaction, Private Equity, Investment Funds
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