Merger cashes out Soho House (NYSE: SHCO) director’s 91,654 shares at $9

Rhea-AI Filing Summary

Soho House & Co Inc. director Yusef Jackson reported the disposition of 91,654 shares of Class A common stock in connection with a merger. The filing shows all 91,654 shares were cancelled on January 29, 2026 and converted into the right to receive $9.00 per share in cash, subject to applicable withholding taxes.

The transaction occurred when EH MergerSub Inc., a wholly owned subsidiary of EH Parent LLC (an affiliate of The Yucaipa Companies LLC), merged with Soho House & Co Inc., leaving Soho House as the surviving corporation. Following this cash-out merger, Jackson reported owning 0 shares of 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^*

Jackson Yusef

(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)		91,654	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 Yusef DuBois Jackson	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 insider transaction did Soho House (SHCO) disclose in this Form 4?

The Form 4 reports that director Yusef Jackson disposed of 91,654 shares of Soho House Class A common stock. The shares were cancelled in a merger and converted into a right to receive $9.00 per share in cash instead of being held as stock.

At what price were Yusef Jackson’s Soho House (SHCO) shares converted?

Jackson’s Class A shares were converted into the right to receive $9.00 per share in cash. This conversion occurred at the effective time of a merger involving Soho House, EH Parent LLC, and EH MergerSub Inc., with taxes potentially withheld from the cash payment.

How many Soho House (SHCO) shares does Yusef Jackson own after the merger?

After the reported merger transaction, Yusef Jackson reported owning 0 shares of Soho House Class A common stock. His 91,654 shares were cancelled and exchanged for a cash entitlement, fully eliminating his reported beneficial ownership in this class of shares.

What triggered the insider share disposition at Soho House (SHCO)?

The disposition was triggered by a merger completed on January 29, 2026. EH MergerSub Inc. merged with Soho House under an Agreement and Plan of Merger, causing Jackson’s Class A shares to be cancelled and converted to cash at $9.00 per share.

Was the Soho House (SHCO) insider transaction an open-market sale?

No, the Form 4 indicates the shares were not sold on the open market. Instead, Jackson’s 91,654 shares were cancelled in a merger and automatically converted into a right to receive $9.00 per share in cash, as specified in the merger agreement.

What role does Yusef Jackson hold at Soho House (SHCO)?

Yusef Jackson is listed as a director of Soho House & Co Inc. on the Form 4. The filing shows his director status and records that his reported holdings of 91,654 Class A shares were fully cashed out through the merger transaction at $9.00 per share.