[144] Soho House & Co Inc. SEC Filing

Rhea-AI Filing Summary

Soho House & Co. Inc. (SHCO) Form 144 summary: This notice reports a proposed sale of 170,000 shares of Class A Common Stock with an aggregate market value of $1,496,000, representing part of the issuer's outstanding 53,604,734 shares. The sale is planned on the NYSE with an approximate sale date of 08/25/2025. The securities to be sold were acquired as settlements of vested restricted stock units under an S-8 registered plan, including 193,798 shares settled on 08/23/2023, 53,850 shares settled on 08/31/2022, and 89,286 shares listed with a settlement date of 08/29/2025, each described as equity compensation for services rendered. The filer reports no securities sold in the past three months and includes the standard signer representation regarding absence of undisclosed material adverse information.

Positive

• Transparency: The filing fully discloses the number of shares, aggregate market value, acquisition dates, and the NYSE listing, supporting regulatory transparency
• No recent sales: The filer reports no securities sold in the past three months, indicating this is not part of an ongoing rapid disposal

Negative

• Insider dilution/liquidity: The proposed sale of 170,000 shares represents potential insider liquidity that could modestly increase market supply
• Future acquisition date listed: The acquisition table includes a settlement date of 08/29/2025, which is after the planned sale date and may require clarification by the filer

Insights

Securities Analyst

TL;DR: A company insider proposes a modest secondary sale of 170,000 Class A shares, disclosed under Rule 144, with no recent prior sales reported.

The filing documents a Rule 144 notice for 170,000 Class A shares valued at $1.496 million and scheduled for 08/25/2025 on the NYSE. The underlying shares arise from vested RSU settlements under an S-8 plan, indicating these are equity compensation-related holdings rather than open-market purchases. The filer reports no sales in the prior three months, which suggests this is a distinct planned disposal rather than a continuation of recent selling activity. The disclosure is procedural and complies with Rule 144 notice requirements; it does not by itself change company financials or operations.

Corporate Governance Expert

TL;DR: This Rule 144 notice discloses a planned insider sale tied to RSU settlements and contains the usual compliance attestations.

The form shows the securities originate from equity compensation (vested RSUs) under the issuer's S-8 plan, which is common for employee or insider holders converting compensation into tradable shares. The inclusion of a future RSU settlement date (08/29/2025) in the acquisition table is an explicit item in the filing and should be noted by compliance teams. The signature attestation regarding absence of undisclosed material information is present. Overall, the filing is a routine disclosure for transparency around insider liquidity, with limited governance implications beyond standard insider selling oversight.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	CITIBANK N.A. Citigroup Center Canada Square, Canary Wharf London X0 E14 5LB	170000	1496000	53604734	08/25/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	08/23/2023	Settlement of vested RSUs issued under an S-8 Registered Plan	Issuer			193798	08/23/2023	Equity compensation for services rendered
Class A Common Stock	08/31/2022	Settlement of vested RSUs issued under an S-8 Registered Plan	Issuer			53850	08/31/2022	Equity compensation for services rendered
Class A Common Stock	08/29/2025	Settlement of vested RSUs issued under an S-8 Registered Plan	Issuer			89286	08/29/2025	Equity compensation for services rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed by Soho House & Co. (SHCO) disclose?

The filing discloses a proposed sale of 170,000 Class A shares valued at $1,496,000, an approximate sale date of 08/25/2025, and that the shares were acquired via vested RSU settlements under an S-8 plan.

Who acquired the shares being sold according to the filing?

The filing states the shares were acquired from the issuer as settlement of vested RSUs issued under an S-8 registered plan, described as equity compensation for services rendered.

Are there any reported securities sales by the filer in the prior three months?

The filing reports Nothing to Report for securities sold during the past three months.

On which exchange and when is the sale approximately planned?

The proposed sale is listed for the NYSE with an approximate date of 08/25/2025.

How many shares outstanding does the filing list for SHCO?

The filing lists 53,604,734 shares outstanding for the issuer.