Soho House (SHCO) director Andrew Sasson has 30,643 shares cashed out in $9 merger

Rhea-AI Filing Summary

Soho House & Co Inc. director Andrew Sasson reported the cash-out of his Class A shares in connection with the company’s merger. On January 29, 2026, 30,643 shares of Class A common stock were cancelled in the transaction.

Under the Merger Agreement among Soho House, EH Parent LLC and EH MergerSub Inc., each cancelled Class A share was automatically converted into the right to receive $9.00 per share in cash, without interest and subject to applicable withholding taxes. Following this merger-related cancellation, Sasson reported owning zero Class A shares directly.

Insights

Equity compensation and M&A governance analyst

Director’s Soho House equity is fully cashed out at $9.00 per share through the completed merger.

This Form 4 shows Andrew Sasson, a director of Soho House & Co Inc., having 30,643 Class A common shares cancelled as part of a merger completed on January 29, 2026. The shares are coded as a disposition tied to the corporate transaction, not an open-market trade.

Each cancelled share converts into a right to receive $9.00 in cash, subject to withholding taxes, which implies a cash-only consideration for this equity block. After this event, Sasson reports holding zero Class A shares directly, aligning with the issuer being taken over and continuing as the surviving corporation under new ownership.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sasson Andrew

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	30,643	$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.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Sasson Andrew

(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)		30,643	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 Andrew Sasson	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.
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FAQ

What insider transaction did Andrew Sasson report for Soho House (SHCO)?

Andrew Sasson reported the cancellation of 30,643 Class A common shares of Soho House & Co Inc. on January 29, 2026. These shares were eliminated as part of a merger, rather than sold in the open market, and converted into a fixed cash payment per share.

What price did Soho House (SHCO) shareholders receive in the reported merger event?

Each cancelled Class A share of Soho House & Co Inc. was converted into the right to receive $9.00 per share in cash. This cash consideration is paid without interest and is subject to applicable withholding taxes under the terms of the Merger Agreement.

How many Soho House (SHCO) shares did Andrew Sasson hold after the merger transaction?

After the merger-related cancellation of his Class A common stock, Andrew Sasson reported owning 0 shares of Soho House & Co Inc. Class A stock directly. The Form 4 reflects that all 30,643 previously held shares were converted into a cash right at $9.00 per share.

What corporate event triggered Andrew Sasson’s Form 4 filing for Soho House (SHCO)?

The filing was triggered by a merger in which EH MergerSub Inc. merged into Soho House & Co Inc. on January 29, 2026. Under the Merger Agreement, Soho House continued as the surviving corporation and existing Class A shares were cashed out at $9.00 each.

Was Andrew Sasson’s Soho House (SHCO) transaction an open-market sale?

No, the transaction was not an open-market sale. Sasson’s 30,643 Class A shares were cancelled and automatically converted into a cash right of $9.00 per share as part of a completed merger, rather than sold through normal trading on an exchange.

What entities were involved in the Soho House (SHCO) merger impacting this Form 4?

The merger involved Soho House & Co Inc., EH Parent LLC (an affiliate of The Yucaipa Companies LLC) and EH MergerSub Inc., a wholly owned subsidiary of EH Parent LLC. MergerSub merged into Soho House, with Soho House continuing as the surviving corporation.