Soho House & Co Inc. (SHCO) director’s 33,818 shares cashed out at $9 in merger

Rhea-AI Filing Summary

Soho House & Co Inc. director Eric David Deardorff reported the cash-out of his equity in connection with the company’s merger. On January 29, 2026, all 33,818 shares of Class A common stock he held were disposed of in a transaction tied to the merger terms.

At the effective time of the merger, these Class A shares were cancelled and automatically converted into the right to receive $9.00 per share in cash, before any applicable withholding taxes. Following this merger-related conversion, Deardorff reported owning 0 shares of Soho House & Co Inc. Class A common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Deardorff Eric David

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	33,818	$0.00	--

Holdings After Transaction: Class A Common Stock — 0 shares (Direct)

Footnotes (1)

1. 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"). At the effective time of the Merger, and pursuant to the terms of the Merger 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/02/2026 - 04:17 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Deardorff Eric David

(Last) (First) (Middle)

C/O SOHO HOUSE & CO INC.

180 STRAND

(Street)

LONDON X0 WC2R 1EA

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Soho House & Co Inc. [ SHCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/29/2026		D(1)(2)		33,818	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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").

2. At the effective time of the Merger, and pursuant to the terms of the Merger 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.

	/s/ Benedict Nwaeke, attorney-in-fact for Eric Deardorff	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Soho House (SHCO) director Eric Deardorff report in this Form 4?

Eric David Deardorff reported that his 33,818 shares of Soho House & Co Inc. Class A common stock were disposed of on January 29, 2026. The disposition occurred as part of a merger in which his shares were cancelled and converted into a cash right.

How many Soho House (SHCO) shares did Eric Deardorff have after the merger?

After the merger-related transaction, Eric David Deardorff reported beneficially owning 0 shares of Soho House & Co Inc. Class A common stock. His previously held 33,818 shares were cancelled and converted into a right to receive a fixed cash amount per share under the merger terms.

What price did Eric Deardorff receive for his Soho House (SHCO) shares?

Each share of Soho House & Co Inc. Class A common stock held by Eric David Deardorff was converted into the right to receive $9.00 in cash. This cash consideration is payable without interest and is subject to applicable withholding taxes under the merger agreement.

Why were Eric Deardorff’s Soho House (SHCO) shares cancelled?

His shares were cancelled because Soho House & Co Inc. completed a merger with EH MergerSub Inc., a subsidiary of EH Parent LLC. Under the merger agreement, existing Class A common shares were automatically cancelled and converted into a cash payment right of $9.00 per share.

What merger transaction affected Soho House (SHCO) director Eric Deardorff’s holdings?

A merger under an Agreement and Plan of Merger dated August 15, 2025 combined Soho House & Co Inc. with EH MergerSub Inc., a subsidiary of EH Parent LLC. At the effective time, Deardorff’s Class A common shares were cancelled and exchanged for a fixed $9.00 per-share cash right.

Was Eric Deardorff’s Soho House (SHCO) Form 4 transaction a market sale?

No, the Form 4 shows a disposition coded “D” resulting from a merger, not an open-market sale. His 33,818 Class A shares were cancelled and converted into a right to receive $9.00 per share in cash under the merger agreement’s terms, rather than sold on an exchange.