Form 4: Soho House CEO Sells Shares in Merger, Rolls Over Stake

Soho House & Co Inc. CEO Andrew Carnie disposed of 441,590 shares for $9.00 cash per share as part of a merger, while rolling over 662,385 shares.

Summary

• Andrew Carnie, Chief Executive Officer of Soho House & Co Inc., reported changes in his beneficial ownership of Class A Common Stock.
• On January 29, 2026, a merger was completed where EH MergerSub Inc. merged into Soho House & Co Inc., with Soho House continuing as the surviving corporation.
• Pursuant to the merger agreement, 441,590 shares of Class A Common Stock held by Mr. Carnie were cancelled and converted into the right to receive $9.00 per share in cash, subject to withholding taxes.
• An additional 662,385 shares of Class A Common Stock were designated as 'Rollover Shares' under a separate Rollover and Support Agreement and remain outstanding following the merger.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a standard transaction report following a merger, with the CEO maintaining a significant, albeit restructured, stake in the company. The cash payout for some shares is a clear outcome of the merger terms.

Positives

• The CEO retains a significant equity stake of 662,385 shares in the company post-merger, indicating continued alignment with the company's future.
• Shareholders whose shares were converted received a cash payment of $9.00 per share.

Negatives

• A portion of the CEO's shares (441,590) were disposed of, representing a reduction in his direct equity ownership in the merged entity.

Future Outlook

This Form 4 details a completed transaction related to a merger and does not contain forward-looking statements or guidance regarding the company's future performance or strategy.

Industry Context

StockSavvy.ai notes that mergers and acquisitions are common strategies for consolidation or private equity takeovers in the hospitality and lifestyle sector, often leading to changes in executive ownership structures as seen with Andrew Carnie's share disposition and rollover.

Comparison to Industry Standards

• This filing details a specific transaction related to a merger and executive shareholdings, rather than operational or financial performance, making direct comparison to industry-standard operational benchmarks less relevant.
• The $9.00 per share cash consideration for the converted shares would typically be assessed against the company's pre-merger trading price and premiums offered in comparable hospitality sector acquisitions to determine its attractiveness to shareholders. Specific comparable companies or projects are not detailed within this Form 4.

Related Party Transactions

• The Rollover and Support Agreement was entered into between Andrew Carnie (Reporting Person and CEO) and the Issuer, designating 662,385 shares as 'Rollover Shares' that remain outstanding post-merger.

Stakeholder Impact

• Shareholders whose shares were converted received $9.00 per share in cash.
• Shareholders who rolled over their shares (including the CEO) retain an equity interest in the surviving entity.

Key Dates

Keywords

Soho House & Co Inc., SHCO, Andrew Carnie, Merger, Form 4, Beneficial Ownership, Rollover Shares, The Yucaipa Companies LLC, EH Parent LLC, Class A Common Stock