Soho House (NYSE: SHCO) COO gets $9 cash and rollover awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Soho House & Co Inc.’s Chief Operating Officer Thomas Collins reported merger-related changes to his holdings. On January 29, 2026, as part of the merger with EH Parent LLC, 23,704 shares of Class A common stock were cancelled and converted into the right to receive $9.00 per share in cash, while 35,556 shares were designated as rollover shares and remain outstanding.

In addition, 133,162 fully vested stock appreciation rights (SARs) tied to Class A common stock were cancelled for cash based on the excess of the $9.00 per-share price over each SAR’s base price, and 99,743 vested SARs with a $4.00 base price were designated as rollover awards that remain outstanding. The remarks further note that 49,237 vested restricted stock units and 100,000 additional SARs with a $5.00 base price were also rolled over and remain outstanding but are not itemized in the transaction tables.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Collins Thomas

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Disposition	SARs rep Class A Common Stock	133,162	$0.00	--
Disposition	Class A Common Stock	23,704	$0.00	--

Holdings After Transaction: SARs rep Class A Common Stock — 99,743 shares (Direct); Class A Common Stock — 35,556 shares (Direct)

Footnotes (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 (the "Effective Time"), and pursuant to the terms of the Merger Agreement and the Rollover and Support Agreement entered into between the Reporting Person and the Issuer (the "Rollover 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 (the "Per Share Price"), without interest thereon and subject to applicable withholding taxes. Pursuant to the terms of the Rollover Agreement, the Reporting Person agreed to irrevocably designate these remaining shares of Class A common stock as "Rollover Shares," which remain outstanding following the Merger. These share appreciation rights ("SARs") of the Issuer's Class A common stock are fully vested. At the Effective Time, and pursuant to the terms of the Merger Agreement and the Rollover Agreement, these vested SARs were cancelled in exchange for a cash payment equal to the product of (A) each such SAR, multiplied by (B) the excess, if any, of (i) the Per Share Price over (ii) the base price per share of such SAR, without interest and less any required tax withholdings. Pursuant to the terms of the Rollover Agreement, the Reporting Person agreed to irrevocably designate these remaining vested SARs with a $4.00 base price as "Rollover Shares," which remain outstanding following the Merger.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/02/2026 - 04:19 PM

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^*

Collins Thomas

(Last)

(First)

(Middle)

C/O SOHO HOUSE & CO INC.

180 STRAND

(Street)

LONDON

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/29/2026		D⁽¹⁾⁽²⁾		23,704	D	⁽¹⁾⁽²⁾	35,556⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
SARs rep Class A Common Stock	$4	01/29/2026		D⁽¹⁾⁽⁴⁾			133,162	⁽¹⁾⁽⁴⁾	08/25/2030	Class A Common Stock	73,979	⁽¹⁾⁽⁴⁾	99,743⁽⁵⁾	D

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 (the "Effective Time"), and pursuant to the terms of the Merger Agreement and the Rollover and Support Agreement entered into between the Reporting Person and the Issuer (the "Rollover 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 (the "Per Share Price"), without interest thereon and subject to applicable withholding taxes.

3. Pursuant to the terms of the Rollover Agreement, the Reporting Person agreed to irrevocably designate these remaining shares of Class A common stock as "Rollover Shares," which remain outstanding following the Merger.

4. These share appreciation rights ("SARs") of the Issuer's Class A common stock are fully vested. At the Effective Time, and pursuant to the terms of the Merger Agreement and the Rollover Agreement, these vested SARs were cancelled in exchange for a cash payment equal to the product of (A) each such SAR, multiplied by (B) the excess, if any, of (i) the Per Share Price over (ii) the base price per share of such SAR, without interest and less any required tax withholdings.

5. Pursuant to the terms of the Rollover Agreement, the Reporting Person agreed to irrevocably designate these remaining vested SARs with a $4.00 base price as "Rollover Shares," which remain outstanding following the Merger.

Remarks:

Pursuant to the terms of the Rollover Agreement, the Reporting Person also agreed to irrevocably designate all of his 49,237 vested restricted stock units and his additional 100,000 SARs with a $5.00 base price as "Rollover Shares," all of which remain outstanding following the Merger and thus are not reported herein.

	/s/ Benedict Nwaeke, attorney-in-fact for Thomas Collins	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 did Soho House (SHCO) COO Thomas Collins report in this Form 4?

Thomas Collins reported merger-related adjustments to his Soho House equity. Certain Class A shares and SARs were cancelled for cash tied to a $9.00 per-share price, while other shares, SARs, and RSUs were rolled over and remain outstanding following the merger.

How many Soho House (SHCO) Class A shares were converted to cash at $9.00?

The filing shows 23,704 Class A common shares were cancelled and converted into the right to receive $9.00 per share in cash. These changes occurred at the effective time of the merger under the Agreement and Plan of Merger and a related rollover agreement.

What Soho House (SHCO) shares does Thomas Collins still hold after the merger?

After the reported transaction, Thomas Collins beneficially owns 35,556 Class A shares designated as rollover shares. The filing notes that these shares remain outstanding following the merger under the terms of the Rollover and Support Agreement with the company.

How were Thomas Collins’s Soho House (SHCO) SARs treated in the merger?

Fully vested SARs covering 133,162 shares were cancelled for cash based on the $9.00 per-share price minus each SAR’s base price. A separate block of 99,743 vested SARs with a $4.00 base price was designated as rollover awards and remains outstanding after the merger.

What additional Soho House (SHCO) equity awards were rolled over but not detailed in the tables?

The remarks state that 49,237 vested restricted stock units and 100,000 SARs with a $5.00 base price were also designated as rollover awards. All of these remain outstanding following the merger and therefore are not itemized in the main transaction tables of the Form 4.

What corporate transaction triggered this Soho House (SHCO) insider filing?

The transactions stem from a merger where EH MergerSub Inc. merged into Soho House & Co Inc., with Soho House surviving. This occurred under an Agreement and Plan of Merger with EH Parent LLC and a separate Rollover and Support Agreement with Thomas Collins.