Soho House (SHCO) director’s 70,154 shares canceled, converted to $9.00 cash in merger

Rhea-AI Filing Summary

Soho House & Co Inc. director Hage Joseph Eg Heni reported the disposition of 70,154 shares of Class A common stock in connection with the company’s merger. The transaction reflects the closing mechanics of a previously agreed deal rather than an open-market trade.

On January 29, 2026, EH MergerSub Inc. merged with Soho House & Co Inc. under an Agreement and Plan of Merger dated August 15, 2025, with Soho House continuing as the surviving corporation. 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 taxes, leaving the director with 0 shares beneficially owned afterward.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hage Joseph Eg Heni

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	70,154	$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

FAQ

What insider transaction did SHCO director Hage Joseph Eg Heni report?

He reported the disposition of 70,154 shares of Soho House & Co Inc. Class A common stock. The shares were cancelled in a merger and converted into a cash right, rather than being sold in an open-market transaction.

At what price were Heni’s SHCO shares converted in the merger?

The Class A common stock was converted into the right to receive $9.00 per share in cash. This consideration was paid without interest and was subject to applicable withholding taxes at the effective time of the merger.

How many SHCO shares does Hage Joseph Eg Heni own after this transaction?

After the merger-related transaction, Hage Joseph Eg Heni beneficially owned 0 shares of Soho House & Co Inc. Class A common stock. His previously held 70,154 shares were cancelled and exchanged for a cash payment right at $9.00 per share.

What corporate event triggered the insider Form 4 for SHCO?

The filing stems from a merger completed on January 29, 2026, in which EH MergerSub Inc. merged with Soho House & Co Inc. under an Agreement and Plan of Merger originally dated August 15, 2025.

Who acquired Soho House & Co Inc. in the merger involving SHCO?

The merger involved EH Parent LLC, an affiliate of The Yucaipa Companies LLC. Its wholly owned subsidiary EH MergerSub Inc. merged with Soho House & Co Inc., with Soho House continuing as the surviving corporation following the completion of the transaction.

Was the SHCO insider transaction an open-market sale or merger conversion?

It was a merger conversion, not an open-market sale. The 70,154 Class A shares were cancelled at the merger’s effective time and automatically converted into a right to receive $9.00 per share in cash, subject to withholding taxes.

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

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^*

Hage Joseph Eg Heni

(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)		70,154	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 Joseph Hage	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).
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