Form 4: Soho House Director Exits Shares Post-Merger

A director of Soho House & Co Inc. reported the disposition of all Class A Common Stock holdings following the company's merger, converting shares to cash at $9.00 each.

Summary

• Almaiyasa Hamad KH. K. Al-Thani, a Director of Soho House & Co Inc., reported a change in beneficial ownership.
• On January 29, 2026, 70,154 shares of Class A Common Stock were disposed of.
• The disposition occurred pursuant to the terms of an Agreement and Plan of Merger dated August 15, 2025.
• The merger involved Soho House & Co Inc., EH Parent LLC (an affiliate of The Yucaipa Companies LLC), and EH MergerSub Inc.
• At the effective time of the merger, these shares were cancelled and automatically converted into the right to receive $9.00 per share in cash, without interest and subject to withholding taxes.
• Following this transaction, the reporting person beneficially owns 0 shares of Class A Common Stock.
• The reporting person is no longer subject to Section 16 obligations.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for the director, as they received a cash payout for their shares as part of a pre-agreed merger, indicating a successful exit for their holdings.

Positives

• The reporting director received a cash payout of $9.00 per share for their Class A Common Stock holdings.
• The transaction represents a clear exit for the director's equity position in the company following a merger.

Negatives

• The director no longer holds any Class A Common Stock in Soho House & Co Inc.
• Soho House & Co Inc. has merged and is now a subsidiary, implying it is no longer a publicly traded entity in its previous form.

Future Outlook

The filing indicates the completion of a merger where Soho House & Co Inc. became a subsidiary, with its Class A Common Stock converted to cash. This suggests the company will no longer operate as an independent publicly traded entity, and its future operations will be under the ownership of EH Parent LLC, an affiliate of The Yucaipa Companies LLC.

Industry Context

StockSavvy.ai notes that this transaction aligns with a broader trend of private equity firms acquiring publicly traded companies, often to take them private. Such moves typically aim to restructure, optimize operations, or pursue long-term strategies away from the pressures and scrutiny of public markets. The hospitality and lifestyle sector, where Soho House operates, has seen various consolidation activities as companies seek scale and market positioning.

Related Party Transactions

• The merger involved Soho House & Co Inc. and EH Parent LLC, an affiliate of The Yucaipa Companies LLC, as the acquiring entity.

Stakeholder Impact

• Shareholders of Soho House & Co Inc. received $9.00 per share in cash for their Class A Common Stock as a result of the merger.

Next Steps

• The reporting person's obligations under Section 16 of the Securities Exchange Act of 1934 have ceased.

Key Dates

Keywords

Soho House, SHCO, Merger, Director, Stock Sale, Beneficial Ownership, Form 4, Yucaipa Companies, Take-Private