Form 4: Soho House Director Sells All Shares in $9 Merger

Soho House & Co Inc. Director Yusef Jackson disposed of all 91,654 Class A Common Stock shares at $9.00 per share following the company's merger.

Summary

• Director Yusef Jackson reported the disposal of all his Class A Common Stock in Soho House & Co Inc.
• The transaction occurred on January 29, 2026, as a result of a merger where Merger Sub, a subsidiary of EH Parent LLC (an affiliate of The Yucaipa Companies LLC), merged with Soho House & Co Inc.
• Jackson's 91,654 shares were cancelled and automatically converted into the right to receive $9.00 per share in cash, without interest and subject to applicable withholding taxes.
• Following this transaction, Jackson holds no beneficial ownership in the company.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for former shareholders, as it provides a definitive cash exit at a pre-determined price, removing market volatility for their investment. However, it eliminates future public market participation.

Positives

• Shareholders, including Director Jackson, received a definitive cash payout of $9.00 per share for their Class A Common Stock.
• The merger provides liquidity and a clear exit for former public shareholders at a pre-determined price.

Negatives

• Soho House & Co Inc. is no longer a publicly traded entity, removing investment opportunities in its public shares.
• Director Yusef Jackson no longer holds any beneficial ownership in the company.

Risks

• The filing does not detail specific risks, but the company's transition to private ownership means former public shareholders no longer have exposure to its future performance or potential upside.

Future Outlook

Soho House & Co Inc. has completed its merger and is now a privately held company. Its Class A Common Stock has been cancelled and converted into cash consideration for former public shareholders, indicating no further public trading or reporting obligations for these shares.

Industry Context

StockSavvy.ai notes that this transaction represents a take-private event for Soho House & Co Inc., a trend observed in certain sectors where public companies seek to delist to pursue long-term strategies away from public market scrutiny or to capitalize on perceived undervaluation. The involvement of a private equity affiliate like The Yucaipa Companies LLC is consistent with broader M&A activity in the hospitality and lifestyle sectors.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $9.00 per share in cash, losing future public market participation and exposure to the company's performance.
• Company: Transitioned to private ownership under EH Parent LLC, an affiliate of The Yucaipa Companies LLC, altering its operational and reporting environment.
• Management/Directors: Director Yusef Jackson's shares were cancelled, indicating a change in his relationship with the now-private entity.

Next Steps

• Soho House & Co Inc. will operate as a privately held entity under the ownership of EH Parent LLC.
• Former public shareholders will receive their cash consideration of $9.00 per share for the cancelled shares.

Key Dates

Recommendation

For any remaining public shareholders, the recommendation would be to sell, as the merger has completed, and shares have been converted into a cash payout of $9.00 per share. Holding shares beyond the effective date would only delay receiving the cash consideration, as the public market for these shares no longer exists.

Keywords

Soho House & Co Inc., SHCO, Yusef Jackson, Form 4, Insider Transaction, Merger, Take-Private, Class A Common Stock, Share Disposal, The Yucaipa Companies LLC, Corporate Governance