Form 4: Soho House COO Sells Shares, Rolls Over Equity in Merger

Soho House & Co Inc. Chief Operating Officer Thomas Collins reported the disposition and rollover of equity securities following the company's merger with EH MergerSub Inc. on January 29, 2026.

Summary

• Soho House & Co Inc. (SHCO) completed a merger with EH MergerSub Inc., a wholly owned subsidiary of EH Parent LLC, an affiliate of The Yucaipa Companies LLC, on January 29, 2026.
• Chief Operating Officer Thomas Collins's Class A common stock and vested Share Appreciation Rights (SARs) were affected by the merger.
• 23,704 shares of Class A common stock were cancelled and converted into the right to receive $9.00 per share in cash.
• 133,162 vested SARs with a $4.00 base price were cancelled in exchange for a cash payment equal to the product of each SAR multiplied by the excess of the $9.00 Per Share Price over the $4.00 base price.
• 35,556 shares of Class A common stock were designated as 'Rollover Shares' and remain outstanding following the merger.
• 99,743 vested SARs with a $4.00 base price were designated as 'Rollover Shares' and remain outstanding following the merger.
• Additionally, 49,237 vested restricted stock units and 100,000 SARs with a $5.00 base price were designated as 'Rollover Shares' and remain outstanding, though not reported in the tables of this filing.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for the reporting insider, as it provides a cash payout for some equity while allowing for continued participation in the company's future under new ownership.

Positives

• Reporting Person Thomas Collins received a cash payout for a portion of his Class A common stock and vested SARs at a Per Share Price of $9.00.
• Collins maintained a significant equity stake in the surviving entity through the rollover of 35,556 Class A common shares, 99,743 SARs (with a $4.00 base price), 49,237 vested restricted stock units, and 100,000 SARs (with a $5.00 base price).

Future Outlook

The merger signifies a change in ownership for Soho House & Co Inc., with the company continuing as the surviving corporation under the control of EH Parent LLC, an affiliate of The Yucaipa Companies LLC. The rollover of equity by the Chief Operating Officer indicates continued management involvement in the new structure.

Industry Context

StockSavvy.ai notes that this transaction represents a significant private equity acquisition in the hospitality and lifestyle sector, with Soho House & Co Inc. transitioning from a publicly traded entity to being owned by an affiliate of The Yucaipa Companies LLC. Such mergers often aim to streamline operations, implement new strategic directions, or provide liquidity to existing shareholders while allowing key management to maintain a stake.

Related Party Transactions

• The merger itself is a transaction between the Issuer (Soho House & Co Inc.) and EH Parent LLC, an affiliate of The Yucaipa Companies LLC.
• The Rollover and Support Agreement was entered into between the Reporting Person (Thomas Collins) and the Issuer, detailing the treatment of his equity in the merger.

Stakeholder Impact

• Shareholders of Soho House & Co Inc. received $9.00 per share in cash for their Class A common stock, unless they opted for or were subject to rollover agreements.
• Key management, such as COO Thomas Collins, maintained a significant equity stake in the company post-merger, indicating continuity in leadership and alignment with the new ownership.

Next Steps

• Soho House & Co Inc. will continue operations as the surviving corporation under the ownership of EH Parent LLC.
• The rolled-over equity held by Thomas Collins will remain outstanding, aligning his interests with the new ownership structure.

Key Dates

Keywords

Soho House & Co Inc., SHCO, Merger, Insider Transaction, Form 4, Equity Rollover, Share Appreciation Rights, Restricted Stock Units, The Yucaipa Companies LLC, Private Equity Acquisition