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

Role: Chief Operating Officer
Signature: /s/ Benedict Nwaeke, attorney-in-fact for Thomas Collins
Issuer symbol: SHCO
Transactions as of: 29 Jan 2026
Net transactions value: $0
Form type: 4
Filing time: 02 Feb 2026, 16:19:20 UTC
Previous filing: 08 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Collins Thomas	Chief Operating Officer	C/O SOHO HOUSE & CO INC., 180 STRAND, LONDON, UNITED KINGDOM	/s/ Benedict Nwaeke, attorney-in-fact for Thomas Collins	02 Feb 2026	0001998791

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SHCO	Class A Common Stock	Disposed to Issuer		-23,704	-40%		35,556	29 Jan 2026	Direct	F1, F2, F3

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	SARs rep Class A Common Stock	Disposed to Issuer		-133,162	-57%		99,743	29 Jan 2026	Class A Common Stock	73,979	$4.00	Direct	F1, 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	Pursuant to the terms of the Rollover Agreement, the Reporting Person agreed to irrevocably designate these remaining shares of Class A common stock as "Rollover Shares," which remain outstanding following the Merger.
F4	These share appreciation rights ("SARs") of the Issuer's Class A common stock are fully vested. At the Effective Time, and pursuant to the terms of the Merger Agreement and the Rollover Agreement, these vested SARs were cancelled in exchange for a cash payment equal to the product of (A) each such SAR, multiplied by (B) the excess, if any, of (i) the Per Share Price over (ii) the base price per share of such SAR, without interest and less any required tax withholdings.
F5	Pursuant to the terms of the Rollover Agreement, the Reporting Person agreed to irrevocably designate these remaining vested SARs with a $4.00 base price as "Rollover Shares," which remain outstanding following the Merger.

Remarks:

Pursuant to the terms of the Rollover Agreement, the Reporting Person also agreed to irrevocably designate all of his 49,237 vested restricted stock units and his additional 100,000 SARs with a $5.00 base price as "Rollover Shares," all of which remain outstanding following the Merger and thus are not reported herein.