Ashton Kutcher entity receives 1,646,111 Soho House (SHCO) shares in merger

Rhea-AI Filing Summary

Soho House & Co Inc. director Ashton Kutcher reported an indirect acquisition of 1,646,111 shares of Class A common stock through Classact, LLC on January 29, 2026.

The filing explains this came from a merger in which EH MergerSub Inc. combined with Soho House, leaving Soho House as the surviving company. Classact LLC received the Soho House shares in exchange for Merger Sub common stock that had been acquired for $9.00 per share in cash. Kutcher is the managing member of Classact LLC and may be deemed to have voting and dispositive control, but he disclaims beneficial ownership except for his economic interest.

Insights

Equity ownership and M&A structure analyst

Form 4 shows Ashton Kutcher’s entity receiving 1,646,111 Soho House shares via a cash-funded merger.

The filing documents that Classact, LLC, an entity associated with director Ashton Kutcher, acquired 1,646,111 Soho House Class A shares indirectly. This occurred when EH MergerSub Inc. merged into Soho House, with Soho House remaining as the surviving corporation.

The narrative states that Classact LLC obtained these shares in exchange for Merger Sub common stock previously acquired for $9.00 per share in cash, indicating a cash-funded merger valuation reference. Kutcher is the managing member of Classact LLC and may have voting and dispositive control, but he expressly disclaims beneficial ownership beyond his pecuniary interest, so the economic exposure runs through the LLC structure rather than personal direct holdings.

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
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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^*

Kutcher Ashton

(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		A		1,646,111	A	(1)	1,646,111	I	By Classact, LLC(2)

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 ("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"). In connection therewith, Classact LLC acquired the shares reported herein in exchange for shares of Merger Sub's common stock, which were acquired for $9.00 per share in cash.

2. The Reporting Person is the managing member of Classact, LLC and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.

	/s/ Benedict Nwaeke, attorney-in-fact for Ashton Kutcher	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 did the Ashton Kutcher-related entity acquire in Soho House (SHCO)?

An entity associated with Ashton Kutcher, Classact, LLC, acquired 1,646,111 shares of Soho House & Co Inc. Class A common stock. The acquisition was reported as an indirect holding on a Form 4 insider transaction filing.

How did Classact, LLC obtain the 1,646,111 Soho House (SHCO) shares?

Classact, LLC received the 1,646,111 Soho House shares through a merger transaction. It exchanged shares of EH MergerSub Inc.’s common stock for Soho House stock when MergerSub merged into Soho House, with Soho House continuing as the surviving corporation.

What price is referenced in the Soho House (SHCO) Form 4 transaction?

The filing notes that MergerSub’s common stock, which was exchanged for Soho House shares, had been acquired for $9.00 per share in cash. This cash amount reflects the consideration paid for the MergerSub shares involved in the merger structure.

What is Ashton Kutcher’s role in Soho House (SHCO) and the reporting entity?

Ashton Kutcher is reported as a director of Soho House & Co Inc. He is also the managing member of Classact, LLC, which holds the 1,646,111 Class A shares, and may be deemed to have voting and dispositive control over those securities.

Does Ashton Kutcher claim full beneficial ownership of the Soho House (SHCO) shares?

No. The filing states that Ashton Kutcher disclaims beneficial ownership of the Classact, LLC-held shares, except to the extent of his pecuniary interest. This means he recognizes only his economic stake, not full personal ownership, in those securities.

What corporate transaction involving Soho House (SHCO) is described in the Form 4?

The document describes a merger where EH MergerSub Inc. merged with and into Soho House & Co Inc., with Soho House continuing as the surviving corporation. This merger triggered the share exchange through which Classact, LLC obtained the 1,646,111 Class A shares.