Richard Caring - 29 Jan 2026 Form 4 Insider Report for Soho House & Co Inc. (SHCO)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Richard A. Caring
Issuer symbol
SHCO
Transactions as of
29 Jan 2026
Net transactions value
$0
Form type
4
Filing time
02 Feb 2026, 16:17:00 UTC
Previous filing
25 May 2023
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Caring Richard Director, Other*, 10%+ Owner C/O SOHO HOUSE & CO INC., 180 STRAND, LONDON, UNITED KINGDOM /s/ Benedict Nwaeke, attorney-in-fact for Richard A. Caring 02 Feb 2026 0001871934

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHCO Class A Common Stock Disposed to Issuer -373,774 -100% 0 29 Jan 2026 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SHCO Class B Common Stock Disposed to Issuer -1,292,892 -3.1% 39,845,438 29 Jan 2026 Class A Common Stock 1,292,892 Direct F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 Each holder of shares of the Issuer's Class B common stock has the right to convert its shares of Class B common stock for shares of Class A common stock on a one-for-one basis, at any time after consummation of the Issuer's initial public offering, upon notice to the Issuer. Additionally, shares of Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis, upon transfer to any non-permitted holder of Class B common stock.
F4 At the Effective Time, and pursuant to the terms of the Merger Agreement and the Rollover Agreement, these shares of Class B common stock were cancelled and automatically converted into the right to receive the Per Share Price, without interest thereon and subject to applicable withholding taxes.
F5 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.

Remarks:

Each of Nick Jones, Richard Caring, Ron Burkle and The Yucaipa Companies, LLC (and, in each case, certain affiliates and family members) have agreed to vote together as a group with respect to certain matters (the "Voting Group") pursuant to the provisions of a Stockholders' Agreement between each member of the Voting Group and the Issuer, so long as the Voting Group owns a requisite percentage of the Issuer's total outstanding common stock. The Voting Group holds all of the Issuer's issued and outstanding Class B common stock and, as a result, when voting together as a group, controls over 90% of the combined voting power of the Issuer and is able to control any action requiring Issuer shareholder approval.