Goldman Sachs funds adjust SHCO stake to 13.86M shares after $9 cash merger

Rhea-AI Filing Summary

Goldman Sachs–managed investment vehicles reported changes in their Soho House & Co Inc. Class A shares due to the company’s merger. On January 29, 2026, Broad Street Principal Investments, L.L.C. and several Goldman Sachs–managed funds had a total of 1,666,666 Class A shares canceled in the merger and converted into the right to receive $9.00 per share in cash from the issuer.

After this merger-related transaction, these entities together directly held 13,859,953 Class A shares. The filing notes that each reporting person disclaims beneficial ownership of the reported securities beyond any pecuniary interest.

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

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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^*

West Street CT Private Credit Partnership, 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)

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 2 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
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FAQ

What insider transaction did Goldman Sachs entities report for SHCO?

Goldman Sachs–associated investment vehicles reported a merger-related change in Soho House (SHCO) holdings. A total of 1,666,666 Class A shares were canceled and converted into cash rights at $9.00 per share, rather than being an open-market sale transaction.

What price per share did the Goldman Sachs funds receive in the Soho House merger?

The Goldman Sachs–managed entities received a right to receive $9.00 in cash for each canceled Class A share. This consideration came from Soho House under the merger terms, replacing 1,666,666 previously held shares with cash rights at that fixed price.

How many Soho House shares did the Goldman Sachs funds hold after the merger?

Following the merger, the Goldman Sachs–related entities together directly held 13,859,953 Class A Soho House shares. This post-transaction total reflects their remaining ownership after 1,666,666 shares were canceled and converted into cash rights at $9.00 per share.

Which Goldman Sachs entities were involved in the SHCO merger transaction?

Entities included Broad Street Principal Investments, L.L.C. and several Goldman Sachs–managed funds such as West Street Strategic Solutions Fund I and related vehicles. These entities collectively held the Soho House shares subject to cancellation and the resulting $9.00-per-share merger cash consideration.

Did Goldman Sachs Group Inc. claim full beneficial ownership of the SHCO shares?

No. The filing states each reporting person disclaims beneficial ownership of the reported Soho House securities except to the extent of any pecuniary interest. This language limits how far their ownership is considered for regulatory and other purposes.

Was the reported SHCO transaction an open-market sale by Goldman Sachs?

No. The change came from a merger in which 1,666,666 Class A shares were canceled and converted into a right to receive $9.00 cash per share from Soho House, rather than a discretionary open-market sale on an exchange.