Soho House (SHCO) director cashed out 70,154 shares at $9.00 in merger

Rhea-AI Filing Summary

Soho House & Co Inc. director Ben Schwerin reported the disposal of his remaining Class A common shares due to the company’s merger. On January 29, 2026, a merger between Soho House and EH MergerSub Inc., an affiliate of The Yucaipa Companies’ EH Parent LLC, became effective.

At the effective time of the merger, 70,154 shares of Class A common stock beneficially owned by Schwerin were cancelled and automatically converted into the right to receive $9.00 per share in cash, before taxes and without interest. Following this transaction, he reported owning 0 shares directly.

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

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^*

Schwerin Ben

(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 Ben Schwerin	02/02/2026
	** 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 Soho House (SHCO) disclose for director Ben Schwerin?

Soho House (SHCO) disclosed that director Ben Schwerin disposed of 70,154 Class A common shares on January 29, 2026. The shares were cancelled in connection with a merger and converted into a cash payment right of $9.00 per share.

What price did Soho House (SHCO) shares receive in the merger cash-out?

In the merger, each affected Soho House (SHCO) Class A common share was converted into the right to receive $9.00 per share in cash. This amount is paid without interest and is subject to applicable withholding taxes as specified in the merger agreement.

How many Soho House (SHCO) shares did Ben Schwerin own after the merger?

After the merger-related transaction, director Ben Schwerin reported owning 0 shares of Soho House (SHCO) Class A common stock. His prior holding of 70,154 shares was cancelled and exchanged for a cash payment right under the merger agreement terms.

What corporate event triggered the Form 4 filing for Soho House (SHCO)?

The Form 4 filing was triggered by the completion of a merger in which EH MergerSub Inc. merged into Soho House, with Soho House surviving. This transaction, governed by an August 15, 2025 merger agreement, caused insider Class A shares to be cancelled for cash.

Who acquired Soho House (SHCO) in the merger affecting insider shares?

Soho House (SHCO) entered into a merger with EH MergerSub Inc., a wholly owned subsidiary of EH Parent LLC, which is affiliated with The Yucaipa Companies LLC. Upon completion, Soho House continued as the surviving corporation and insider shares were cashed out.

Was the Soho House (SHCO) insider sale a market transaction?

The insider disposal was not a market trade but part of a structured merger. The Form 4 shows code “D” for disposition, with the 70,154 Class A shares cancelled and converted into a right to receive $9.00 per share in cash under the merger agreement.