Merger cashes out Soho House (SHCO) director's 70,154 shares

Rhea-AI Filing Summary

Soho House & Co Inc. director Daria Zhukova reported the disposition of 70,154 shares of Class A common stock on January 29, 2026. The transaction occurred when a merger closed, in which a subsidiary of EH Parent LLC merged into Soho House.

At the effective time of the merger, her Class A shares were cancelled and automatically converted into the right to receive $9.00 per share in cash, before taxes and without interest. Following this cash-out transaction, Zhukova no longer beneficially owns any Soho House Class A common stock.

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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X

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^*

Zhukova Daria

(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		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		D(1)(2)		70,154	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

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, 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.

	/s/ Benedict Nwaeke, attorney-in-fact for Daria Zhukova	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 Soho House (SHCO) Form 4 filed by Daria Zhukova report?

The Form 4 reports that director Daria Zhukova disposed of all her Soho House (SHCO) Class A shares in a merger-related transaction. Her 70,154 shares were cancelled and converted into a cash right at a fixed per-share price.

How many Soho House (SHCO) shares did Daria Zhukova dispose of?

Daria Zhukova disposed of 70,154 shares of Soho House Class A common stock. The disposition was not an open-market sale; it resulted from the closing of a merger in which all those shares were cancelled and cashed out.

What cash consideration did Zhukova’s Soho House (SHCO) shares receive in the merger?

Each of Zhukova’s Soho House Class A shares was converted into the right to receive $9.00 in cash. The cash payment is subject to applicable withholding taxes and does not accrue interest from the effective time of the merger.

Did Daria Zhukova retain any Soho House (SHCO) shares after the January 29, 2026 merger?

No. After the merger-related transaction, Zhukova beneficially owned 0 Soho House Class A shares. All 70,154 previously reported shares were cancelled at the merger’s effective time and exchanged solely for a fixed cash entitlement per share.

What corporate event triggered Daria Zhukova’s Soho House (SHCO) Form 4 transaction?

The transaction was triggered by a merger under an Agreement and Plan of Merger dated August 15, 2025. On January 29, 2026, a subsidiary of EH Parent LLC merged into Soho House, cashing out Zhukova’s Class A shares.

Was Zhukova’s Soho House (SHCO) share disposition an open-market sale?

No. The Form 4 shows the disposition code "D" but at a reported price of $0.00 per share. Footnotes clarify that the shares were cancelled in the merger and converted into a contractual right to receive $9.00 cash per share.