Form 4: Soho House Director Sells Shares in Merger

Soho House & Co Inc. director Richard Caring converted Class A and Class B common stock into cash at $9.00 per share following a merger, while retaining a significant Class B stake.

Summary

• Richard Caring, a director and 10% owner of Soho House & Co Inc. (SHCO), reported changes in beneficial ownership related to a corporate merger.
• On January 29, 2026, EH MergerSub Inc. merged with and into Soho House & Co Inc., with Soho House continuing as the surviving corporation.
• Pursuant to the merger agreement and a rollover agreement, 373,774 shares of Class A common stock and 1,292,892 shares of Class B common stock held by Richard Caring were cancelled.
• These cancelled shares were automatically converted into the right to receive $9.00 per share in cash, without interest and subject to applicable withholding taxes.
• An additional 39,845,438 shares of Class B common stock held by Richard Caring were designated as "Rollover Shares" and remain outstanding following the merger.
• A "Voting Group" consisting of Nick Jones, Richard Caring, Ron Burkle, and The Yucaipa Companies, LLC (and certain affiliates) holds all issued and outstanding Class B common stock and controls over 90% of the combined voting power of the Issuer.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for the reporting person, as it represents the execution of a pre-agreed merger, providing a cash payout for some shares while retaining a significant equity stake and control through rollover shares.

Positives

• Richard Caring received a cash payout of $9.00 per share for 1,666,666 shares (373,774 Class A + 1,292,892 Class B) as part of the merger transaction.
• The Reporting Person retains a significant stake of 39,845,438 Class B common stock as "Rollover Shares" post-merger, indicating continued investment and alignment with the company's future.

Negatives

• The conversion of Class A and a portion of Class B shares into cash at a fixed price means these specific shares no longer participate in potential future upside of the company.

Future Outlook

The filing indicates a significant corporate event (merger) has occurred, with certain shares converted to cash and a substantial portion of Class B shares remaining outstanding as 'Rollover Shares.' This suggests a continued, albeit restructured, ownership by key insiders.

Management Comments

• On January 29, 2026, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 15, 2025 (the "Merger Agreement"), by and among the Issuer, EH Parent LLC, a Delaware limited liability company and an affiliate of The Yucaipa Companies LLC, a Delaware limited liability company ("Parent"), and EH MergerSub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
• At the effective time of the Merger (the "Effective Time"), and pursuant to the terms of the Merger Agreement and the Rollover and Support Agreement entered into between the Reporting Person and the Issuer (the "Rollover Agreement"), these shares of the Issuer's Class A common stock were cancelled and automatically converted into the right to receive $9.00 per share in cash (the "Per Share Price"), without interest thereon and subject to applicable withholding taxes.
• Pursuant to the terms of the Rollover Agreement, the Reporting Person agreed to irrevocably designate these remaining shares of Class B common stock as "Rollover Shares," which remain outstanding following the Merger.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects the finalization of a significant corporate transaction, likely a take-private or a restructuring of ownership, given the merger and the conversion of shares to cash. Such transactions are common in the hospitality and lifestyle sector, especially for companies with strong brand recognition like Soho House, where private equity or strategic investors seek to consolidate control or optimize capital structure. The formation of a 'Voting Group' with over 90% control suggests a highly concentrated ownership structure post-merger, which can impact future strategic decisions and public float.

Comparison to Industry Standards

• The $9.00 per share cash consideration for Class A and a portion of Class B shares should be compared to Soho House's trading price prior to the merger announcement to assess the premium or discount offered to public shareholders.
• The structure involving "Rollover Shares" is a common mechanism in take-private transactions, allowing key insiders or founders to maintain equity exposure and control while other shareholders are cashed out. This is similar to structures seen in private equity buyouts of companies like Hilton Worldwide Holdings (HLT) or Extended Stay America (STAY) in their earlier private phases.
• The formation of a "Voting Group" controlling over 90% of voting power is a significant concentration of control, comparable to situations in other founder-led or family-controlled public companies, such as certain luxury brands or media conglomerates, where dual-class share structures are used to maintain control.

Corporate Governance

Related Party Transactions

• The merger involves EH Parent LLC, an affiliate of The Yucaipa Companies LLC, which is part of the "Voting Group" along with Richard Caring, indicating a transaction between related parties.
• The Rollover and Support Agreement was entered into between the Reporting Person (Richard Caring) and the Issuer, further highlighting related party involvement in the transaction structure.

Stakeholder Impact

• Shareholders (non-Voting Group): Those holding Class A and the converted Class B shares received a cash payout of $9.00 per share, effectively exiting their investment at a fixed price. Their ability to participate in future upside is removed.
• Shareholders (Voting Group): Members of the Voting Group, including Richard Caring, maintain significant equity exposure through "Rollover Shares" and consolidate control over the company, aligning their long-term interests with the company's performance.
• Company (Soho House & Co Inc.): The merger likely results in a more concentrated ownership structure, potentially streamlining decision-making and strategic direction under the control of the Voting Group.

Next Steps

• The remaining 39,845,438 Class B common stock shares held by the Reporting Person will continue to be outstanding as "Rollover Shares" following the merger.
• The "Voting Group" (Nick Jones, Richard Caring, Ron Burkle, and The Yucaipa Companies, LLC) will continue to vote together on certain matters, maintaining control over 90% of the combined voting power.

Key Dates

Keywords

Soho House, SHCO, Richard Caring, Merger, SEC Form 4, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Rollover Shares, The Yucaipa Companies, Corporate Governance, Insider Transaction