Director at Soho House (NYSE: SHCO) converts 14,175 RSUs to stock

Rhea-AI Filing Summary

Soho House & Co Inc. director Joseph Hage reported the vesting and settlement of equity awards in company stock. On January 16, 2026, 14,175 Restricted Stock Units were converted into 14,175 shares of Class A common stock at a price of $0 per share, reflecting the nature of RSUs as equity compensation rather than a market purchase.

These RSUs vested 100% on January 16, 2026, and following the transaction Hage directly owned 70,154 shares of Class A common stock. The filing shows an exercise of previously granted awards rather than an open-market trade.

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^*

Hage Joseph Eg Heni

(Last) (First) (Middle)

C/O SOHO HOUSE & CO INC.

515 W. 20TH STREET

(Street)

NEW YORK NY 10011

(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)
01/16/2026

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	01/16/2026		M		14,175	A	(1)	70,154	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
Restricted Stock Units	(1)	01/16/2026		M			14,175	(2)	(2)	Class A Common Stock	14,175	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of Class A common stock.

2. These RSUs vested 100% on January 16, 2026.

	/s/ Benedict Nwaeke, attorney-in-fact for Joseph Hage	01/20/2026
	** 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.
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FAQ

What insider transaction did Soho House & Co Inc. (SHCO) report for Joseph Hage?

The company reported that director Joseph Hage settled 14,175 Restricted Stock Units into 14,175 shares of Class A common stock on January 16, 2026.

What are the details of the Restricted Stock Units reported in this SHCO Form 4?

The Form 4 shows 14,175 RSUs with each unit representing the right to receive one share of Class A common stock. These RSUs vested 100% on January 16, 2026 and were settled at a price of $0 per share.

How many Soho House & Co Inc. shares does Joseph Hage own after this transaction?

After the reported RSU conversion, Joseph Hage directly owned 70,154 shares of Soho House & Co Inc. Class A common stock.

Was this Soho House & Co Inc. insider transaction a purchase or a sale?

The Form 4 reports a transaction coded "M", indicating the conversion of derivative securities (RSUs) into common stock, not an open-market purchase or sale.

What role does Joseph Hage hold at Soho House & Co Inc. (SHCO)?

According to the filing, Joseph Hage is a director of Soho House & Co Inc. and is not listed as an officer or 10% owner.

Does this SHCO Form 4 indicate indirect ownership through another entity?

No. The transactions are reported as direct (D) ownership, and there is no footnote stating that the shares are held through a separate trust, LLC, or other entity.