SCHEDULE: Momentum Group Takes 6% Stake in Soho House

Momentum Solutions II, LLC and its affiliates have acquired a 6.0% stake in Soho House & Co Inc. following a merger, securing a board seat and a consulting agreement.

Summary

• Momentum Solutions II, LLC acquired 11,111,111 shares of EH MergerSub Inc. for $99,999,999.00 at $9.00 per share on January 29, 2026.
• Immediately following the acquisition, EH MergerSub Inc. merged with Soho House & Co Inc., converting the acquired shares into 11,111,111 shares of Soho House & Co Inc. Class A Common Stock.
• The acquisition represents approximately 6.0% of Soho House & Co Inc.'s outstanding Common Stock.
• The reporting persons, including Momentum Solutions II, LLC, Momentum Operating, LLC, Momentum Platform LLC, Momentum Holdings Group, LLC, and Gjorgi Popstefanov, now beneficially own these shares.
• Gjorgi Popstefanov has been designated to join the Board of Directors of Soho House & Co Inc. effective as of the closing of the Merger.
• Momentum Worldwide Ventures, LLC, an affiliate of the Reporting Persons, entered into a three-year consulting agreement with Soho House & Co Inc., effective February 1, 2026, for a monthly fee of $10,000.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, indicating a new significant investor with board representation and a strategic consulting role, which could bring fresh perspectives and support to Soho House & Co Inc.

Positives

• Momentum Solutions II, LLC has acquired a significant 6.0% stake in Soho House & Co Inc., indicating a strong investment interest.
• The investment secures a board seat for Gjorgi Popstefanov, allowing direct influence on the company's strategic direction.
• A consulting agreement with Momentum Worldwide Ventures, LLC provides an additional revenue stream for the Momentum group and potentially brings strategic expertise to Soho House.

Negatives

• The acquisition was partly funded by a pre-existing senior secured credit facility, with the acquired shares serving as collateral, which could imply leverage.
• The consulting agreement's termination clause is tied to the right to appoint a board member, suggesting a potential loss of consulting fees if board representation is lost.

Risks

• The investment is speculative and subject to certain risks, with a worst-case scenario of losing the entire investment.
• Transfer of the shares will be restricted under applicable securities laws, potentially limiting liquidity in an emergency.
• The acquired shares serve as collateral under a senior secured credit facility, exposing them to potential claims by lenders.

Future Outlook

The reporting persons intend to review their investment in Soho House & Co Inc. on an ongoing basis and may take various actions, including purchasing or selling additional shares, engaging in hedging transactions, or changing their investment intentions, depending on market conditions and the Issuer's strategic direction. The consulting agreement has an initial term of three years, indicating a medium-term engagement.

Management Comments

• The Reporting Persons acquired the securities described in Item 3 above for investment purposes.
• The Reporting Persons intend to review their investment in the Issuer on an ongoing basis.
• Depending on various factors... the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate.

Industry Context

StockSavvy.ai notes that this significant stake acquisition by Momentum Group in Soho House & Co Inc., a prominent player in the hospitality and members' club sector, suggests a belief in the long-term value and strategic direction of the company. The appointment of a board member and a consulting agreement indicate an active, rather than passive, investment approach, potentially aiming to influence operational and strategic decisions. This could be seen as a vote of confidence in the post-merger entity, contrasting with broader market trends that have seen some hospitality groups face challenges in a fluctuating economic environment.

Comparison to Industry Standards

• The acquisition of a 6.0% stake is a substantial minority interest, comparable to activist investor positions seen in other hospitality or lifestyle brands, such as Starwood Capital Group's investments in hotel chains or private equity firms taking stakes in luxury experience providers.
• The $9.00 per share purchase price would need to be benchmarked against recent trading prices of Soho House & Co Inc. (SHCO) and valuations of comparable lifestyle and hospitality companies like Marriott International (MAR) or Hilton Worldwide Holdings (HLT) on a per-room or revenue multiple basis, though SHCO's unique membership model requires specific consideration.
• The consulting fee of $10,000 per month for strategic advice is a relatively modest amount for a company of Soho House's scale, suggesting the primary value for Momentum Group lies in the equity stake and board representation rather than the consulting revenue itself.

Management Changes

Corporate Governance

Related Party Transactions

• Momentum Worldwide Ventures, LLC, an affiliate of the Reporting Persons, entered into a consulting agreement with Soho House & Co Inc. for a monthly fee of $10,000.

Stakeholder Impact

• Shareholders: The entry of a significant new investor with board representation could be seen positively, potentially bringing strategic insights and stability. The terms of the voting agreement will influence future shareholder dynamics.
• Management: The new board member and consulting agreement suggest increased oversight and potential strategic input from Momentum Group, which could influence management decisions and operations.
• Creditors: The use of a senior secured credit facility by Momentum Solutions II, LLC, with the acquired shares as collateral, impacts the financial structure of the acquiring entity, though not directly Soho House's creditors.

Next Steps

• Gjorgi Popstefanov will serve as a member of the Board of Directors of Soho House & Co Inc.
• Momentum Worldwide Ventures, LLC will commence providing consulting services to Soho House & Co Inc. and its affiliates starting February 1, 2026, for an initial term of three years.
• The reporting persons will continue to review their investment in the Issuer on an ongoing basis.

Key Dates

Recommendation

The filing indicates a significant new investor taking a 6.0% stake and a board seat, which is generally a positive sign of confidence. However, without further financial performance details of Soho House & Co Inc. or the specific strategic initiatives Momentum Group plans to pursue, a 'hold' recommendation is prudent. The investment is for 'investment purposes,' and the reporting persons may buy or sell shares, indicating flexibility rather than a firm long-term commitment at this stage. Investors should monitor future disclosures regarding the impact of the new board member and consulting services.

Keywords

Soho House & Co Inc., SHCO, Momentum Solutions II, Gjorgi Popstefanov, Schedule 13D, equity investment, board appointment, consulting agreement, Class A Common Stock, merger, stake acquisition