Soho House (SHCO) CEO swaps 441,590 shares for $9 cash, rolls more

Rhea-AI Filing Summary

Soho House & Co Inc. Chief Executive Officer Andrew Carnie reported changes in his holdings tied to the company’s go-private merger. On January 29, 2026, a merger closed in which EH MergerSub Inc. combined with Soho House, with Soho House surviving as a subsidiary of EH Parent LLC, an affiliate of The Yucaipa Companies.

In this transaction, 441,590 shares of Class A common stock held by Carnie were cancelled and converted into the right to receive $9.00 in cash per share, before taxes. Under a separate rollover agreement, he designated 662,385 Class A shares as rollover shares, which remain outstanding following the merger.

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^*

Carnie Andrew

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/29/2026		D(1)(2)		441,590	D	(1)(2)	662,385(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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, 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, 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.

	/s/ Benedict Nwaeke, attorney-in-fact for Andrew Carnie	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 does the Form 4 for Soho House (SHCO) report about Andrew Carnie?

The Form 4 shows Andrew Carnie’s share treatment in the merger. It records cancellation of 441,590 Class A shares for cash at $9.00 per share and identifies 662,385 remaining Class A shares designated as rollover shares that stay outstanding after the merger.

How many Soho House (SHCO) shares did Andrew Carnie receive cash for, and at what price?

Carnie’s 441,590 Class A shares were converted into cash. At the merger’s effective time, each of these shares was automatically exchanged for the right to receive $9.00 in cash per share, before interest and subject to applicable withholding taxes.

What are the rollover shares mentioned in the Soho House (SHCO) insider filing?

Rollover shares are Class A shares Carnie kept invested in the company. Under a rollover and support agreement, he irrevocably designated 662,385 Class A common shares as rollover shares, which remain outstanding following completion of the merger transaction.

What merger transaction triggered this Soho House (SHCO) Form 4 filing?

The filing reflects a merger involving EH Parent LLC and Soho House. EH MergerSub Inc., a wholly owned subsidiary of EH Parent LLC (an affiliate of The Yucaipa Companies), merged with Soho House, with Soho House continuing as the surviving corporation in the combined structure.

What is Andrew Carnie’s role at Soho House (SHCO) in this transaction?

Andrew Carnie is reported as Chief Executive Officer of Soho House. The Form 4 identifies him as an officer, not a director or 10% owner, and details how his Class A common stock was split between cash settlement and rollover shares in the completed merger.