Every 8-K that Soho House & Co Inc. (SHCO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SHCO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SHCO filings page.
Soho House & Co Inc. has completed its merger and gone private, with Merger Sub combining into Soho House and equity now held by reinvesting stockholders and new equity investors. Public shareholders’ common stock was cancelled and converted into cash at the agreed per‑share price, ending their rights as stockholders.
To fund the transaction and refinance debt, the group issued $220.0 million of senior unsecured HoldCo notes and $695.0 million of senior secured OpCo notes, and extended a £75.0 million revolving credit facility to January 31, 2029. Soho House has notified the NYSE it will delist its Class A shares and plans to terminate Exchange Act reporting after filing Form 15.
The board was fully reconstituted, adding directors including Ashton Kutcher, who will receive 1.1 million restricted stock units that vest over up to three years, subject to continued board service and other conditions. Equity investors, including Momentum Solutions II, MCR Hospitality funds and Morse Ventures, collectively committed about $200.0 million, while significant Rollover Shares held by GS Funds and Richard Caring remained outstanding after closing.
Soho House & Co Inc. reports that, after a prior $200.0 million equity commitment from MCR Hospitality funds fell through, it has arranged approximately $200.0 million in alternative financing to complete its planned merger with EH Parent LLC, an affiliate of The Yucaipa Companies.
On January 13 and 14, 2026, the Company, EH MergerSub Inc. and Soho House Holdings Limited executed new equity and debt commitments intended to fund the closing of the merger in full. The parties now intend to close the merger by late January 2026, subject to signing definitive documentation for these commitments and each party providing the agreed funding.
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 $200.0 million to buy Merger Sub common stock at $9.00 per share to help fund cash consideration for Soho House stockholders.
On January 5, 2026, MCR informed Yucaipa it will not be able to fund this commitment in full by the currently anticipated closing date. Yucaipa and the Company’s Special Committee are working with MCR affiliates and other parties to secure funding for the full $200.0 million, but the company warns there is no assurance these efforts will succeed.
Despite this uncertainty, Soho House is proceeding with its special stockholder meeting to vote on adoption of the Merger Agreement on January 9, 2026, and the parties state they intend to close the merger as soon as the conditions to closing are satisfied.
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. (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.
Soho House & Co Inc. entered into a definitive Agreement and Plan of Merger with EH Parent LLC (an affiliate of Yucaipa) and its subsidiary Merger Sub to take the company private. Under the agreement each outstanding share will be converted into the right to receive $9.00 cash per share. Unvested non-employee RSUs will be cancelled for cash equal to the per-share price times the number of RSUs, subject to limited rollover treatment for certain holders who may receive cash and/or Class A shares as specified in their support agreements. The merger is subject to customary conditions including regulatory clearances, funding of debt financing, accuracy of representations and absence of a Company Material Adverse Effect. A $20,000,000 termination fee applies in certain circumstances. The filing also discloses a CFO transition naming Neil Thomson as CFO and separation arrangements for Thomas Allen, including 14 months' base salary, up to 12 months of company-paid health insurance, and 178,571 additional RSUs to support transition.
Soho House & Co Inc. furnished a press release announcing its financial results for the 13-week and 26-week periods ended June 29, 2025. The release is provided as Exhibit 99.1 to this Current Report and is expressly furnished, not filed under the Securities Exchange Act.
The filing identifies the registrant's exchange listing as Class A Common Stock (ticker SHCO) on the New York Stock Exchange and indicates the company is an emerging growth company. This 8-K does not include the substantive financial figures; readers must consult Exhibit 99.1 for detailed results.
On June 18, 2025, Soho House & Co Inc. (NYSE: SHCO) held its virtual Annual Meeting of Stockholders.
Shareholders elected four Class I directors—Ron Burkle, Nick Jones, Andrew Carnie and Richard Caring—to serve until the 2028 annual meeting, and two Class II directors—Alice Delahunt and Dasha Zhukova—to serve until 2026. Each nominee received about 1.42 billion votes in favor, with minimal withhold levels (approximately 0.2%-0.4%) and 6.7 million broker non-votes recorded.
Investors also ratified the appointment of BDO LLP as the Company’s independent registered public accounting firm for fiscal 2025 with 1,437,263,238 votes for, 86,131 against and 309,135 abstentions—reflecting more than 99.9% support.
No additional matters were brought before the meeting.