Soho House (NYSE: SHCO) director Caring rolls key Class B stake after merger

Rhea-AI Filing Summary

Soho House & Co Inc. director and 10% owner Richard Caring reported merger-related changes to his holdings. On January 29, 2026, 373,774 shares of Class A common stock were cancelled and converted into the right to receive $9.00 per share in cash under a merger agreement.

On the same date, 1,292,892 shares of Class B common stock were also cancelled and converted into the right to receive the same cash price per share. Pursuant to a rollover agreement, Caring designated 39,845,438 remaining Class B shares as rollover shares, which stay outstanding. A voting group holding all Class B shares controls over 90% of Soho House’s combined voting power.

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^*

Caring Richard

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

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)		373,774	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
Class B Common Stock	(3)	01/29/2026		D(1)(4)			1,292,892	(3)	(3)	Class A Common Stock	1,292,892	(1)(4)	39,845,438(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. Each holder of shares of the Issuer's Class B common stock has the right to convert its shares of Class B common stock for shares of Class A common stock on a one-for-one basis, at any time after consummation of the Issuer's initial public offering, upon notice to the Issuer. Additionally, shares of Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis, upon transfer to any non-permitted holder of Class B common stock.

4. At the Effective Time, and pursuant to the terms of the Merger Agreement and the Rollover Agreement, these shares of Class B common stock were cancelled and automatically converted into the right to receive the Per Share Price, without interest thereon and subject to applicable withholding taxes.

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

Remarks:

Each of Nick Jones, Richard Caring, Ron Burkle and The Yucaipa Companies, LLC (and, in each case, certain affiliates and family members) have agreed to vote together as a group with respect to certain matters (the "Voting Group") pursuant to the provisions of a Stockholders' Agreement between each member of the Voting Group and the Issuer, so long as the Voting Group owns a requisite percentage of the Issuer's total outstanding common stock. The Voting Group holds all of the Issuer's issued and outstanding Class B common stock and, as a result, when voting together as a group, controls over 90% of the combined voting power of the Issuer and is able to control any action requiring Issuer shareholder approval.

	/s/ Benedict Nwaeke, attorney-in-fact for Richard A. Caring	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Richard Caring report at Soho House (SHCO)?

Richard Caring reported merger-related cancellations of Class A and Class B shares at Soho House. 373,774 Class A shares and 1,292,892 Class B shares were converted into the right to receive $9.00 per share in cash under a merger agreement and rollover arrangement.

What price did Soho House (SHCO) shareholders receive in Richard Caring’s Form 4 transaction?

The reported cash consideration was $9.00 per share for both Class A and Class B stock. Caring’s cancelled shares were automatically converted into this cash right at the merger’s effective time, subject to interest exclusions and applicable withholding taxes as described in the agreements.

How many Soho House (SHCO) Class A shares did Richard Caring hold after the reported transaction?

After the transaction, Richard Caring reported holding zero Class A common shares. His 373,774 Class A shares were cancelled at the merger’s effective time and converted into the right to receive $9.00 per share in cash, eliminating his direct Class A position.

What happened to Richard Caring’s Class B Soho House (SHCO) shares in the merger?

1,292,892 Class B shares were cancelled and converted into the right to receive the same $9.00 per share cash price. Under a rollover agreement, 39,845,438 remaining Class B shares were designated as rollover shares, which remain outstanding following completion of the merger transaction.

Who controls voting power at Soho House (SHCO) after the merger reported in this Form 4?

A voting group including Nick Jones, Richard Caring, Ron Burkle and The Yucaipa Companies, plus certain affiliates, holds all issued Class B shares. When they vote together as a group, they control over 90% of Soho House’s combined voting power on matters requiring shareholder approval.

What agreements governed Richard Caring’s reported Soho House (SHCO) share changes?

The changes were governed by an Agreement and Plan of Merger dated August 15, 2025 and a Rollover and Support Agreement. These agreements set the $9.00 per share cash consideration and designated certain remaining Class B shares as rollover shares that stay outstanding after the merger.