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[Form 4] Soho House & Co Inc. Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Soho House & Co Inc. reported an insider transaction tied to its merger with EH Parent LLC. Investment vehicles associated with The Goldman Sachs Group, Inc., including Broad Street Principal Investments and several West Street and WSSS funds, had 1,666,666 shares of Class A Common Stock canceled in the merger on January 29, 2026. These shares were converted into the right to receive $9.00 in cash per share from the company. Following the merger, the same Goldman Sachs–managed entities directly held a combined 13,859,953 Class A shares. The reporting entities state they disclaim beneficial ownership beyond any pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Goldman Sachs–managed funds exchanged shares for $9.00 per share in Soho House’s merger and retain a large equity position.

The filing shows entities affiliated with The Goldman Sachs Group, Inc. participating in Soho House’s merger with EH Parent LLC. A total of $9.00 per share was received for 1,666,666 Class A shares that were canceled in the transaction on January 29, 2026.

After this step, the same Broad Street and West Street/WSSS vehicles still directly hold 13,859,953 Soho House Class A shares. The reporting parties explicitly disclaim beneficial ownership beyond any pecuniary interest, which is common language for institutional structures managing capital for multiple investors.

The activity reflects merger consideration mechanics rather than open-market trading. Future company filings may offer additional context on post-merger ownership structure and any subsequent changes in these institutions’ positions.

Insider GOLDMAN SACHS GROUP INC, GOLDMAN SACHS & CO. LLC, Broad Street Principal Investments, L.L.C., GOLDMAN SACHS ASSET MANAGEMENT, L.P., West Street Strategic Solutions Fund I, L.P., West Street Strategic Solutions Fund I-(C), L.P., WSSS INVESTMENTS W, LLC, WSSS INVESTMENTS X, LLC, WSSS INVESTMENTS I, LLC, WSSS INVESTMENTS U, LLC
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 1,666,666 shs ($15.00M)
Type Security Shares Price Value
Sale Class A Common Stock 1,666,666 $9.00 $15.00M
Holdings After Transaction: Class A Common Stock — 13,859,953 shares (Indirect, Note)
Footnotes (1)
  1. This statement is filed by the Reporting Persons: The Goldman Sachs Group, Inc. ("Goldman Sachs"); Goldman Sachs & Co. LLC; ("GS&Co."); Broad Street Principal Investments, L.L.C. ("BSPI"); Goldman Sachs Asset Management, L.P. ("GSAM LP"); West Street Strategic Solutions Fund I, L.P. ("West Street Fund I"); West Street Strategic Solutions Fund I-(C), L.P. ("West Street Fund I (C)"); WSSS Investments W, LLC, ("WSSS Fund W"); WSSS Investments X, LLC ("WSSS Fund X"); WSSS Investments I, LLC ("WSSS Fund I"); WSSS Investments U, LLC ("WSSS Fund U"); and West Street CT Private Credit Partnership, L.P. ("West Street CT PCP"). GS&Co. is a direct subsidiary of Goldman Sachs. GS&Co. is the manager of BSPI. West Street Fund I, West Street Fund I-(C), WSSS Fund W, WSSS Fund X, WSSS Fund I, WSSS Fund U, and West Street CT PCP (the "GS Funds") are investment vehicles managed by GSAM LP. GSAM LP is an indirect subsidiary of Goldman Sachs. On January 29, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated August 15, 2025, by and among the Issuer, EH Parent LLC ("Parent"), and EH MergerSub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger. In the Merger, 1,666,666 shares of Class A Common Stock directly held in total by BSPI and the GS Funds were canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $9.00 per share, without interest thereon, from the Issuer. Specifically, the number of shares cancelled for the right to receive the merger consideration were as follows: BSPI (122,404 shares); West Street Fund I (609,920 shares); West Street Fund I (C) (59,930 shares); WSSS Fund W (750,838 shares); WSSS Fund X (28,276 shares); WSSS Fund I (31,784 shares); WSSS Fund U (33,975 shares); and West Street CT PCP (29,539 shares). Following the Merger, BSPI and the GS Funds directly held in total 13,859,953 shares of Class A Common Stock as follows: BSPI (1,017,906 shares); West Street Fund I (5,072,084 shares); West Street Fund I (C) (498,377 shares); WSSS Fund W (6,243,946 shares); WSSS Fund X (235,144 shares); WSSS Fund I (264,319 shares); WSSS Fund U (282,532 shares); and West Street CT PCP (245,645 shares). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
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
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*
GOLDMAN SACHS GROUP INC
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(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)
Director X 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)
Form filed by One Reporting Person
X 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 S(2) 1,666,666(2)(4) D $9(2) 13,859,953(3)(4) I(1)(4) Note(1)(4)
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
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GOLDMAN SACHS & CO. LLC
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Broad Street Principal Investments, L.L.C.
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
West Street Strategic Solutions Fund I, L.P.
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282-2198
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
West Street Strategic Solutions Fund I-(C), L.P.
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282-2198
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WSSS INVESTMENTS W, LLC
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WSSS INVESTMENTS X, LLC
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WSSS INVESTMENTS I, LLC
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WSSS INVESTMENTS U, LLC
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This statement is filed by the Reporting Persons: The Goldman Sachs Group, Inc. ("Goldman Sachs"); Goldman Sachs & Co. LLC; ("GS&Co."); Broad Street Principal Investments, L.L.C. ("BSPI"); Goldman Sachs Asset Management, L.P. ("GSAM LP"); West Street Strategic Solutions Fund I, L.P. ("West Street Fund I"); West Street Strategic Solutions Fund I-(C), L.P. ("West Street Fund I (C)"); WSSS Investments W, LLC, ("WSSS Fund W"); WSSS Investments X, LLC ("WSSS Fund X"); WSSS Investments I, LLC ("WSSS Fund I"); WSSS Investments U, LLC ("WSSS Fund U"); and West Street CT Private Credit Partnership, L.P. ("West Street CT PCP"). GS&Co. is a direct subsidiary of Goldman Sachs. GS&Co. is the manager of BSPI. West Street Fund I, West Street Fund I-(C), WSSS Fund W, WSSS Fund X, WSSS Fund I, WSSS Fund U, and West Street CT PCP (the "GS Funds") are investment vehicles managed by GSAM LP. GSAM LP is an indirect subsidiary of Goldman Sachs.
2. On January 29, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated August 15, 2025, by and among the Issuer, EH Parent LLC ("Parent"), and EH MergerSub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger. In the Merger, 1,666,666 shares of Class A Common Stock directly held in total by BSPI and the GS Funds were canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $9.00 per share, without interest thereon, from the Issuer. Specifically, the number of shares cancelled for the right to receive the merger consideration were as follows: BSPI (122,404 shares); West Street Fund I (609,920 shares); West Street Fund I (C) (59,930 shares); WSSS Fund W (750,838 shares); WSSS Fund X (28,276 shares); WSSS Fund I (31,784 shares); WSSS Fund U (33,975 shares); and West Street CT PCP (29,539 shares).
3. Following the Merger, BSPI and the GS Funds directly held in total 13,859,953 shares of Class A Common Stock as follows: BSPI (1,017,906 shares); West Street Fund I (5,072,084 shares); West Street Fund I (C) (498,377 shares); WSSS Fund W (6,243,946 shares); WSSS Fund X (235,144 shares); WSSS Fund I (264,319 shares); WSSS Fund U (282,532 shares); and West Street CT PCP (245,645 shares).
4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
Remarks:
Exhibit 24 (Powers of Attorney) and Exhibit 99.1 (Signatures and Joint Filer Information) are incorporated herein by reference. This Form 4 is 1 of 2 identical Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, The Goldman Sachs Group Inc.
See Exhibit 99.1 for Signatures 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction involving SHCO did Goldman Sachs–related funds report?

Goldman Sachs–related investment vehicles reported a merger-related disposition of Soho House & Co Inc. (SHCO) shares. On January 29, 2026, 1,666,666 Class A shares were canceled and converted into the right to receive $9.00 per share in cash from the company as merger consideration.

How many SHCO shares did Goldman Sachs–managed entities exchange and at what price?

Goldman Sachs–managed entities exchanged 1,666,666 Soho House Class A shares in the merger at $9.00 per share. These shares were canceled and automatically converted into a cash payment from the issuer under the merger agreement, rather than being sold on the open market.

How many Soho House (SHCO) shares do Goldman Sachs–affiliated funds hold after the merger?

Following the merger, Broad Street Principal Investments and the West Street and WSSS funds directly held a combined 13,859,953 SHCO Class A shares. The filing breaks this down by vehicle, including holdings for BSPI, West Street Fund I, West Street Fund I (C), and several WSSS entities.

Was the SHCO insider transaction an open-market sale or part of the merger consideration?

The insider transaction was part of the merger consideration, not an open-market sale. In the merger, 1,666,666 Class A shares held by Broad Street and Goldman Sachs–managed funds were canceled and converted into the right to receive $9.00 per share in cash from Soho House.

Which Goldman Sachs–related entities are involved in the SHCO Form 4 filing?

The filing lists The Goldman Sachs Group, Inc., Goldman Sachs & Co. LLC, Broad Street Principal Investments, Goldman Sachs Asset Management, West Street Strategic Solutions Fund I and I-(C), and several WSSS Investments entities, plus West Street CT Private Credit Partnership, as reporting persons connected to the SHCO transaction.

Do Goldman Sachs reporting persons claim full beneficial ownership of their SHCO holdings?

No. The reporting entities expressly disclaim beneficial ownership of the reported Soho House securities except to the extent of their pecuniary interest. This language clarifies that, for Section 16 and other purposes, they are not admitting full beneficial ownership of all shares reported.