Director-linked LLC buys 11.1M Soho House (SHCO) shares at $9

Rhea-AI Filing Summary

Soho House & Co Inc. director-linked entity acquires a large stake in Class A shares. On 01/29/2026, Momentum Solutions II, LLC purchased 11,111,111 shares of Soho House & Co Inc. Class A Common Stock at $9 per share.

The shares are owned directly by Momentum Solutions II, LLC, whose equity is owned indirectly by director Gjorgi Popstefanov through intervening holding companies. Following this transaction, the LLC held 11,111,111 Class A shares, reported as indirectly beneficially owned by Popstefanov.

Insider Trade Summary

Net Buyer: 11,111,111 shares ($99,999,999)

Net Buy 1 txn

Insider Popstefanov Gjorgi

Role Director

Bought 11,111,111 shs ($100.00M)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock	11,111,111	$9.00	$100.00M

Holdings After Transaction: Class A Common Stock — 11,111,111 shares (Indirect, See Footnote)

Footnotes (1)

1. [object Object]

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^*

Popstefanov Gjorgi

(Last) (First) (Middle)

2601 OLIVE STREET, SUITE 1900

(Street)

DALLAS TX 75201

(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		P		11,111,111	A	$9	11,111,111	I	See Footnote(1)

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. These securities are owned directly by Momentum Solutions II, LLC, 100% of the outstanding equity securities of which are owned by the Reporting Person indirectly through a series of intervening holding companies. The Reporting Person is an indirect beneficial owner of the reported securities.

	/s/ Gjorgi Popstefanov	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.

FAQ

What insider transaction did Soho House (SHCO) report on this Form 4?

Soho House (SHCO) reported a purchase of 11,111,111 Class A Common Stock shares at $9 per share on 01/29/2026. The transaction involved an entity associated with director Gjorgi Popstefanov and was disclosed as an indirect beneficial ownership position.

Who actually owns the 11,111,111 Soho House (SHCO) shares disclosed?

The 11,111,111 Soho House (SHCO) shares are owned directly by Momentum Solutions II, LLC. All of that LLC’s equity is owned indirectly by director Gjorgi Popstefanov through a series of holding companies, making him an indirect beneficial owner of the reported securities.

Was the Soho House (SHCO) insider transaction a purchase or a sale?

The Soho House (SHCO) insider transaction was a purchase, coded as “P” on 01/29/2026. Momentum Solutions II, LLC acquired 11,111,111 Class A Common Stock shares at $9 per share, increasing the number of shares indirectly beneficially owned by director Gjorgi Popstefanov.

How many Soho House (SHCO) shares are indirectly beneficially owned after the transaction?

After the 01/29/2026 transaction, 11,111,111 Soho House (SHCO) Class A shares are reported as indirectly beneficially owned. These shares are held directly by Momentum Solutions II, LLC, with director Gjorgi Popstefanov listed as the indirect beneficial owner through upstream holding companies.

What is the relationship between Gjorgi Popstefanov and Soho House (SHCO)?

Gjorgi Popstefanov is a director of Soho House (SHCO), as indicated on the Form 4. He is also the indirect owner of Momentum Solutions II, LLC, which directly holds 11,111,111 Class A Common Stock shares reported as indirectly beneficially owned by him.

How is the ownership of Momentum Solutions II, LLC structured in relation to SHCO shares?

Momentum Solutions II, LLC directly holds 11,111,111 Soho House (SHCO) Class A shares. One hundred percent of the LLC’s equity is owned by Gjorgi Popstefanov indirectly, through a series of intervening holding companies, making him an indirect beneficial owner of the securities.