Welcome to our dedicated page for Soho House & Co SEC filings (Ticker: SHCO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Soho House & Co Inc. SEC filings document the company's transition from a NYSE-listed public company to a privately held company. The record includes an 8-K reporting the completed merger, related debt financing arrangements, shareholder voting disclosures, Form 25 removal of Class A common stock from NYSE listing, and Form 15 suspension of Exchange Act reporting duties.
Earlier filings and furnished reports cover operating and financial results for the membership platform, material agreements, capital-structure matters, governance disclosures, proxy materials, and other material-event reporting tied to the company's public-company period.
Soho House & Co Inc. (SHCO) has completed a going‑private merger at a cash price of $9.00 per Class A share. Under the merger agreement, all Class A common shares beneficially owned by Goldman Sachs–affiliated funds, other than designated rollover shares, were canceled and converted into the right to receive $9.00 in cash per share.
The Goldman Sachs entities agreed in a GS Rollover Letter that 13,859,953 of their 15,526,619 Class A shares would remain outstanding as rollover shares. As a result of the merger, Soho House became a privately held company, and its Class A common stock is being delisted and deregistered under the Exchange Act.
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.
Soho House & Co Inc. Chief Executive Officer Andrew Carnie reported changes in his holdings tied to the company’s go-private merger. On January 29, 2026, a merger closed in which EH MergerSub Inc. combined with Soho House, with Soho House surviving as a subsidiary of EH Parent LLC, an affiliate of The Yucaipa Companies.
In this transaction, 441,590 shares of Class A common stock held by Carnie were cancelled and converted into the right to receive $9.00 in cash per share, before taxes. Under a separate rollover agreement, he designated 662,385 Class A shares as rollover shares, which remain outstanding following the merger.
Soho House & Co Inc.’s Chief Operating Officer Thomas Collins reported merger-related changes to his holdings. On January 29, 2026, as part of the merger with EH Parent LLC, 23,704 shares of Class A common stock were cancelled and converted into the right to receive $9.00 per share in cash, while 35,556 shares were designated as rollover shares and remain outstanding.
In addition, 133,162 fully vested stock appreciation rights (SARs) tied to Class A common stock were cancelled for cash based on the excess of the $9.00 per-share price over each SAR’s base price, and 99,743 vested SARs with a $4.00 base price were designated as rollover awards that remain outstanding. The remarks further note that 49,237 vested restricted stock units and 100,000 additional SARs with a $5.00 base price were also rolled over and remain outstanding but are not itemized in the transaction tables.
Soho House & Co Inc. insider Ronald W. Burkle, an executive chairman, director, and 10% owner, reported indirect holdings and an internal reallocation of Class B common stock tied to a completed merger. A prior agreement covered the purchase of 4,400,000 Class B shares from Nick Jones for $26,400,000, or $6.00 per share, with an additional $1.50 per share (total $6,600,000) payable by December 31, 2026 based on a merger cash price of $9.00 per share.
Before settlement, Burkle assigned these 4,400,000 shares to OA3, LLC, so OA3, LLC is shown as the direct holder, with Burkle reporting them indirectly. He also reports large indirect Class B positions through Yucaipa-related funds and Global Joint Ventures Investment Partnership. Each Class B share is convertible into one Class A share at any time, or automatically upon transfer to a non‑permitted holder. A Stockholders' Agreement groups Burkle, Nick Jones, Richard Caring, The Yucaipa Companies and affiliates into a voting bloc that holds all Class B shares and controls over 90% of Soho House's combined voting power.
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.
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.
Soho House & Co Inc. director Andrew Sasson reported the cash-out of his Class A shares in connection with the company’s merger. On January 29, 2026, 30,643 shares of Class A common stock were cancelled in the transaction.
Under the Merger Agreement among Soho House, EH Parent LLC and EH MergerSub Inc., each cancelled Class A share was automatically converted into the right to receive $9.00 per share in cash, without interest and subject to applicable withholding taxes. Following this merger-related cancellation, Sasson reported owning zero Class A shares directly.
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.
Soho House & Co Inc. director Hamad KH. K. Al-Thani Almaiyasa reported the cash-out of 70,154 shares of Class A common stock in connection with the company’s merger. On January 29, 2026, a merger between Soho House and EH Parent LLC’s subsidiary became effective.
At the effective time of the merger, these Class A shares were cancelled and automatically converted into the right to receive $9.00 per share in cash, subject to applicable withholding taxes. Following this transaction, the reporting person held 0 shares of Soho House Class A common stock.