Ben Schwerin of Soho House (SHCO) settles 14,175 RSUs into stock

Rhea-AI Filing Summary

Soho House & Co Inc. director Ben Schwerin reported the vesting and settlement of restricted stock units into Class A common shares. On January 16, 2026, 14,175 Restricted Stock Units were converted to 14,175 shares of Class A common stock at a price of $0.00 per share, reflecting the nature of RSUs as equity awards rather than open-market purchases. After this transaction, Schwerin directly beneficially owned 70,154 shares of Class A common stock. The filing notes that each RSU represents the right to receive one share of Class A common stock and confirms that these RSUs vested 100% on January 16, 2026.

Insider Trade Summary

14,175 shares exercised/converted

Mixed 2 txns

Insider Schwerin Ben

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	14,175	$0.00	--
Exercise	Class A Common Stock	14,175	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Class A Common Stock — 70,154 shares (Direct)

Footnotes (1)

1. Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of Class A common stock. These RSUs vested 100% on January 16, 2026.

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^*

Schwerin Ben

(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 Ben Schwerin	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.
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 SHCO director Ben Schwerin report?

Director Ben Schwerin reported the vesting and settlement of 14,175 Restricted Stock Units into 14,175 shares of Class A common stock on January 16, 2026.

How many Soho House (SHCO) shares does Ben Schwerin own after this Form 4?

Following the reported transaction, Ben Schwerin beneficially owned 70,154 shares of Soho House & Co Inc. Class A common stock, held directly.

What is the price per share for the SHCO RSU conversion reported?

The 14,175 Restricted Stock Units converted into Class A common stock at a reported price of $0.00 per share, consistent with an equity award vesting rather than a market purchase.

What does each SHCO Restricted Stock Unit represent in this filing?

Each Restricted Stock Unit (RSU) represents the contingent right to receive one share of Soho House & Co Inc. Class A common stock, as noted in the footnotes.

When did the Soho House (SHCO) RSUs reported by Ben Schwerin fully vest?

The RSUs reported in this Form 4 vested 100% on January 16, 2026, at which point they were settled into Class A common shares.

Is the SHCO Form 4 transaction a sale of shares by Ben Schwerin?

The reported transaction code is M, indicating the conversion of Restricted Stock Units into Class A common stock. The filing does not show an open-market sale of these shares.