Welcome to our dedicated page for Soho House & Co SEC filings (Ticker: SHCO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
From membership growth trends in Brooklyn to lease obligations for yet-to-open Houses in São Paulo, Soho House & Co Inc. packs vital insights into every SEC document. Investors pore over its filings to track how exclusive clubs, hotels, and restaurants translate creative culture into predictable cash flow—and where expansion risk may surface.
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Soho House & Co Inc. held a special stockholder meeting on January 9, 2026 to vote on its previously announced merger with EH Parent LLC. As of the December 1, 2025 record date, 54,149,151 Class A shares and 141,500,385 Class B shares were entitled to vote, with Class A carrying one vote per share and Class B carrying ten votes per share.
Stockholders overwhelmingly approved the merger proposal. The majority approval threshold was met with 1,456,638,519 votes in favor, 43,547 against and 83,039 abstentions, representing 99.14% of the voting power entitled to vote. Unaffiliated stockholders also approved the transaction, with 21,141,906 votes in favor, 43,547 against and 83,039 abstentions, or 99.79% of votes cast. Because the merger proposal passed, a back-up proposal to adjourn the meeting was not needed.
Soho House & Co Inc. reports a financing issue related to its pending go‑private merger with EH Parent LLC, an affiliate of Yucaipa. An investor group, MCR Hospitality Fund IV LP and MCR Hospitality Fund IV QP LP, had previously committed
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Despite this uncertainty, Soho House is proceeding with its special stockholder meeting to vote on adoption of the Merger Agreement on
Soho House & Co Inc. filed an update about its planned merger with EH Parent LLC and EH MergerSub Inc., under which Soho House would remain as the surviving corporation. A special shareholder meeting to vote on the deal is scheduled for January 9, 2026 via live webcast.
The company received letters from purported shareholders alleging that the earlier proxy statement lacked certain information. While Soho House maintains that its disclosures already comply with the law, it is voluntarily providing extra details to reduce the risk of litigation that could delay the merger.
The update adds background on non‑disclosure agreements and now‑expired standstill provisions with several interested investor parties, and expands Morgan Stanley’s valuation work, including comparable companies, discounted cash flow assumptions and a leveraged buyout analysis that produced implied per‑share value ranges. It also discloses that Citi will receive a $10–13 million advisory fee contingent on closing and replaces the surviving corporation’s bylaws with a new version filed as an exhibit.
Soho House & Co Inc. has called a special stockholder meeting on January 9, 2026 to vote on a going‑private merger with an affiliate of The Yucaipa Companies and other investors. Under the Merger Agreement, each outstanding share of Class A and Class B common stock (other than specified rollover shares) will be converted into the right to receive $9.00 in cash per share, without interest and subject to taxes. This cash price is described as an approximately 83% premium to the Class A closing price on December 18, 2024, before announcement of an earlier takeover approach.
A special committee of independent directors, advised by its own legal and financial advisors including Morgan Stanley, unanimously determined the merger terms are fair to unaffiliated stockholders and recommended approval, and the full Board unanimously supports the deal. Completion requires both a majority of the total voting power and a majority of votes cast by unaffiliated stockholders. Reinvestment Stockholders, who held about 97.8% of voting power as of the record date, have agreed to vote in favor and roll over certain shares. Holders who properly dissent may seek appraisal instead of the $9.00 cash payment. If completed, Soho House will be delisted from the NYSE and become a private company.
Soho House & Co Inc. has called a virtual special meeting on January 9, 2026 for stockholders to vote on a cash merger that would take the company private. Under the Merger Agreement with EH Parent LLC, an affiliate of The Yucaipa Companies, each outstanding share of Class A and Class B common stock (other than specified rollover shares) will be converted into the right to receive $9.00 in cash per share, subject to taxes. This represents an approximately 83% premium to the Class A share price on December 18, 2024, the day before Soho House announced receipt of a third‑party offer, and compares with a Class A closing price of $8.84 on December 10, 2025.
The transaction is structured as a going‑private deal; if completed, Soho House’s Class A stock will be delisted from the NYSE and the company will be owned by rollover holders, new equity investors and subscription investors. A Special Committee of independent directors, advised by its own legal and financial advisors, and the full Board unanimously determined the merger is fair to unaffiliated stockholders and recommend voting “FOR” the merger and related adjournment proposal. Reinvestment Stockholders, who collectively held about 97.8% of voting power as of the record date, have agreed to vote in favor and roll over certain shares, while unaffiliated holders retain appraisal rights under Delaware law if they do not vote for the deal and follow required procedures.
Soho House & Co Inc. insider activity: Chief Operating Officer Thomas Collins reported equity transactions in Class A common stock of Soho House & Co Inc. (SHCO) dated 12/05/2025. Restricted stock units (RSUs) covering 26,094 shares of Class A common stock vested and were settled, increasing his direct share ownership.
On the same date, 12,302 shares of Class A common stock were sold at $8.8306 per share to solely satisfy tax obligations triggered by the RSU vesting, with no discretion by the reporting person. After these transactions, Collins directly owned 59,260 shares of Class A common stock and held 49,237 RSUs, each RSU representing the contingent right to receive one share of Class A common stock, vesting in three equal annual installments beginning on the first anniversary of the November 20, 2023 grant date.
Soho House & Co Inc.’s Chief Operating Officer, Thomas Collins, reported equity transactions involving the company’s Class A common stock. On December 1, 2025, he acquired 23,143 shares through the vesting and settlement of previously granted restricted stock units (RSUs), with each RSU converting into one share.
On the same date, 10,910 shares were automatically sold at $8.8301 per share solely to cover tax obligations triggered by the RSU vesting, with no discretion exercised by Collins. After these transactions, he held 45,468 shares of Class A common stock and 75,331 RSUs. The reported RSUs vest in three equal annual installments on the first, second, and third anniversaries of the November 20, 2023 grant date, subject to continued employment.
A holder of SHCO Class A common stock has filed a notice of proposed sale under Rule 144. The filing covers up to 24,068 shares to be sold through CITIBANK N.A. on the NYSE, with an indicated aggregate market value of $212,036.26. The filing notes that 54,067,339 shares of this class were outstanding at the time of the notice.
The securities to be sold were acquired on 11/26/2025 through the settlement of vested restricted stock units issued under an S‑8 registered equity compensation plan, as equity compensation for services rendered, in an amount of 49,237 shares. The seller represents that they are not aware of any material adverse, non‑public information about the issuer’s current or prospective operations.
Soho House & Co Inc. (SHCO) reported Q3 results and highlighted a pending go‑private merger. Revenue for the 13 weeks ended September 28, 2025 was $370.8 million, up from $333.4 million a year ago. The quarter showed an operating loss of $6.0 million and a net loss attributable to SHCO of $18.7 million, compared to net income of $0.2 million in the prior-year quarter.
For the 39 weeks year-to-date, revenue reached $983.4 million versus $898.3 million, with net income of $14.3 million. Operating cash flow for the period was $98.8 million. As of quarter-end, cash and cash equivalents were $142.5 million, and the company reported total assets of $2.68 billion against total liabilities of $3.03 billion, resulting in a shareholders’ deficit of $348.9 million. Management cites access to an undrawn £75 million ($100 million) revolving credit facility.
The company entered a definitive merger agreement on August 15, 2025 with an affiliate of The Yucaipa Companies; closing is subject to stockholder and regulatory approvals and other conditions.
Soho House & Co Inc. (SHCO) furnished an 8‑K announcing its financial results for the 13 weeks and 39 weeks ended September 28, 2025. The company issued a press release on November 7, 2025, which is attached as Exhibit 99.1 and incorporated by reference. The disclosure under Item 2.02 and Exhibit 99.1 is furnished, not filed, under the Exchange Act.
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