8-K: Soho House Stockholders Approve Merger Agreement

Soho House & Co Inc. stockholders overwhelmingly approved the previously announced merger agreement at a special meeting held on January 9, 2026.

Summary

• A special meeting of stockholders of Soho House & Co Inc. was held virtually on January 9, 2026, at 10:00 a.m. Eastern Time.
• As of the record date, December 1, 2025, 54,149,151 shares of Class A Common Stock and 141,500,385 shares of Class B Common Stock were outstanding and entitled to vote.
• Each Class A share was entitled to one vote, and each Class B share was entitled to ten votes.
• A quorum was present with 1,456,765,105 votes, representing approximately 99.15% of the total voting power of outstanding Common Stock.
• The Merger Proposal, concerning the Agreement and Plan of Merger with EH Parent LLC and EH MergerSub Inc. dated August 15, 2025, was adopted and approved by stockholders.
• The Majority Approval for the Merger Proposal was obtained with 1,456,638,519 votes (99.14% of the voting power of outstanding Common Stock) in favor.
• The Unaffiliated Approval for the Merger Proposal was obtained with 21,141,906 votes (99.79% of votes cast by Unaffiliated Stockholders) in favor.
• The proposal to approve the adjournment of the Special Meeting was rendered moot and not called for a vote due to the approval of the Merger Proposal.

Sentiment

Score: 8

Explanation: The overwhelming approval of the merger proposal by stockholders, including unaffiliated stockholders, indicates a clear path forward for the company's strategic direction and reduces uncertainty regarding the transaction.

Positives

• Stockholders overwhelmingly approved the Merger Proposal, indicating strong support for the transaction.
• Both the Majority Approval (99.14% in favor) and Unaffiliated Approval (99.79% in favor) thresholds were significantly exceeded.
• The high voter turnout, representing approximately 99.15% of the total voting power, demonstrates strong shareholder engagement.

Future Outlook

The overwhelming approval of the Merger Proposal indicates that the merger with EH Parent LLC and EH MergerSub Inc. is expected to proceed as planned, moving towards its completion.

Management Comments

• The report was signed by Neil Thomson, Chief Financial Officer, on behalf of Soho House & Co Inc.

Industry Context

This filing details a company-specific corporate action (merger approval) and does not provide broader industry trends or competitive analysis.

Corporate Governance

Stakeholder Impact

• Shareholders have approved a significant corporate transaction, which will impact their ownership structure and future investment in the company, likely leading to the exchange of their shares according to the merger terms.

Next Steps

• The completion of the merger, following the stockholder approval, is the next anticipated step.

Key Dates

Recommendation

The merger has been approved by stockholders, removing a significant layer of uncertainty surrounding the transaction. The stock price will now likely trade in line with the merger terms, with limited upside or downside unless the deal terms change or the merger fails to close for other unforeseen reasons. For investors currently holding the stock, continuing to hold until the merger's completion is a reasonable strategy to realize the value offered by the acquisition.

Keywords

Soho House, merger, stockholder vote, 8-K, corporate action, acquisition, SHCO