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

Role
Chief Executive Officer
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Andrew Carnie
Issuer symbol
SHCO
Transactions as of
29 Jan 2026
Net transactions value
$0
Form type
4
Filing time
02 Feb 2026, 16:19:33 UTC
Previous filing
22 Jul 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Carnie Andrew Chief Executive Officer C/O SOHO HOUSE & CO INC., 180 STRAND, LONDON, UNITED KINGDOM /s/ Benedict Nwaeke, attorney-in-fact for Andrew Carnie 02 Feb 2026 0001871881

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHCO Class A Common Stock Disposed to Issuer -441,590 -40% 662,385 29 Jan 2026 Direct F1, F2, F3
* 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, 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, 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.