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.
The Soho House & Co Inc. (SHCO) SEC filings page on Stock Titan aggregates the company’s regulatory disclosures from the U.S. Securities and Exchange Commission, including 10‑K annual reports, 10‑Q quarterly reports and 8‑K current reports. These documents provide detailed information on the company’s global membership platform, financial performance, risk factors, capital structure and significant corporate events.
In its periodic reports, Soho House & Co breaks out Total revenues into Membership revenues, In‑House revenues and Other revenues, and explains non‑GAAP measures such as Adjusted EBITDA, House‑Level Contribution and Margin, Other Contribution and Margin, Net Debt and constant currency metrics. Filings also include segment information for the United Kingdom, The Americas, and Europe and Rest of the world, as well as disclosures on the number of Soho Houses, membership counts and Active App Users.
Recent Form 8‑K filings are particularly important for understanding SHCO’s take‑private transaction. These reports describe the Agreement and Plan of Merger with EH Parent LLC and EH MergerSub Inc., the $9.00 per share cash consideration for most outstanding common stock, stockholder approvals of the Merger Proposal, and subsequent developments in equity and debt financing commitments. Additional 8‑K filings provide supplemental proxy disclosures, information about special and annual meetings, and updates on earnings releases furnished under Item 2.02.
Investors can use SHCO’s SEC filings to analyze topics such as leverage and Net Debt, the impact of foreign exchange, definitions and reconciliations of non‑GAAP measures, and the expected consequences of the merger, including the planned delisting and deregistration of the Class A common stock. Stock Titan’s interface surfaces these filings alongside AI‑powered summaries that highlight key terms, transaction structures and financial metrics, helping readers quickly understand long and technical documents.
This page also offers convenient access to insider and governance‑related disclosures embedded in proxy statements and related schedules, which are referenced in the company’s merger‑related filings, giving a fuller view of voting structures, share classes and the role of special committees in major transactions.
Soho House & Co Inc. (SHCO) furnished an 8‑K announcing its financial results for the 13 weeks and 39 weeks ended September 28, 2025. The company issued a press release on November 7, 2025, which is attached as Exhibit 99.1 and incorporated by reference. The disclosure under Item 2.02 and Exhibit 99.1 is furnished, not filed, under the Exchange Act.
Soho House & Co. Inc. (SHCO) has entered into a definitive merger agreement to be taken private for $9.00 per share in cash. The transaction, announced in a proxy dated August 15, 2025, would cancel outstanding public shares (other than agreed Rollover Shares) and delist Class A Common Stock from the NYSE, subject to stockholder approval and customary regulatory and financing conditions. A Special Committee of independent directors unanimously recommended the Merger and engaged Morgan Stanley, which delivered a fairness opinion as to the Per Share Price. The planned funding package totals about $1.2 billion, including $695.0 million in a senior secured facility, $150.0 million in HoldCo notes and equity commitments from Apollo, MCR and the Bruce Group. Certain insiders and Reinvestment Stockholders have Rollover and Support Agreements and intend to vote in favor; appraisal rights are available under Delaware law.
The Form 3 for Soho House & Co Inc. (SHCO) reports that Neil H. Thomson, who is listed as Chief Financial Officer and a director, filed an initial statement dated 08/18/2025. The filing declares no securities are beneficially owned by the reporting person and includes Exhibit 24 (Power of Attorney). The form was signed by an attorney-in-fact on 08/28/2025.
Soho House & Co. Inc. (SHCO) Form 144 summary: This notice reports a proposed sale of 170,000 shares of Class A Common Stock with an aggregate market value of $1,496,000, representing part of the issuer's outstanding 53,604,734 shares. The sale is planned on the NYSE with an approximate sale date of 08/25/2025. The securities to be sold were acquired as settlements of vested restricted stock units under an S-8 registered plan, including 193,798 shares settled on 08/23/2023, 53,850 shares settled on 08/31/2022, and 89,286 shares listed with a settlement date of 08/29/2025, each described as equity compensation for services rendered. The filer reports no securities sold in the past three months and includes the standard signer representation regarding absence of undisclosed material adverse information.
Third Point LLC and Daniel S. Loeb previously reported beneficial ownership equal to 5,171,676 shares of Soho House & Co Inc. Class A common stock, representing 9.65% of the outstanding shares as of August 5, 2025. The Schedule 13D/A states that those shares were sold on August 18, 2025, and that the reporting persons now beneficially own 0 shares (0.00%). The filing confirms the reporting persons no longer have voting or dispositive power over any Class A shares and ceased to be owners of more than five percent of the class. The filing attaches a Schedule A listing transactions in the prior 60 days.
Soho House & Co Inc. Schedule 13D/A reports that multiple Goldman Sachs reporting persons collectively beneficially own 15,762,233 shares of Class A common stock (approximately 29.4% of Class A outstanding). The amendment discloses a merger agreement dated August 15, 2025 under which each non-exempt share of Class A and Class B will be converted into $9.00 cash per share if the merger closes, and the Company’s Class A shares will be delisted and deregistered upon consummation. GS entities entered a Rollover and Support Agreement agreeing to vote in favor of the merger and designated 13,973,957 of their Class A shares as Rollover Shares. GS-affiliated funds may provide new debt financing to a subsidiary of the Issuer in an aggregate principal amount of $75 million. The GS side letter contemplates reimbursement up to $500,000 and potential conversion of up to 7,763,310 Rollover Shares to cash if incremental equity funding is obtained.
Ronald W. Burkle purchased 4,400,000 Class B common shares of Soho House & Co Inc. (SHCO) on 08/15/2025 at $6.00 per share in a private transaction for $26,400,000. Those Class B shares are convertible one-for-one into Class A shares and, if transferred to a non-permitted holder, automatically convert into Class A shares. The filing discloses a contingent obligation: if the merger described in the Merger Agreement (which sets a $9.00 per share cash consideration) closes within 12 months, Mr. Burkle must pay or transfer to the seller 50% of the per-share difference above his $6.00 purchase price, equal to $6,600,000 based on the $9.00 merger price. The filing also lists substantial indirect Class A holdings controlled by entities affiliated with Mr. Burkle and notes the Voting Group controls over 90% of combined voting power when voting together.
Nick Jones, a founder, reported the sale of 4,400,000 shares of Class B common stock of Soho House & Co Inc. (SHCO) on 08/15/2025 for an aggregate $26,400,000, or $6.00 per share, in a private transaction with Ronald Burkle. The filing notes an additional contingent payment provision: if the Merger Agreement dated 08/15/2025 is consummated at the $9.00 per share price in that agreement within 12 months, Mr. Burkle will pay Jones 50% of the per-share difference above the $6.00 sale price, which would equal $6,600,000 in aggregate (an additional $1.50 per Subject Share) based on the stated merger price.
The filing shows Jones beneficially owns 4,367,615 shares of Class A common stock following the transaction. It also discloses that Jones and several other parties form a Voting Group that holds all issued Class B shares and, when combined, controls over 90% of the company’s voting power.
Soho House & Co. and certain large shareholders entered into a definitive Merger Agreement on August 15, 2025, under which Merger Sub will merge into the company and outstanding public shares will be converted into cash at $9.00 per share (the Per Share Price) subject to customary conditions. If completed, Class A shares will be delisted from the NYSE and deregistered.
The filing shows a Voting Group that holds all issued Class B shares and, on a converted basis, may beneficially own 73.5% of Class A equivalents. The transaction contemplates $264.6 million in equity commitments and potential debt financing commitments aggregating $845 million, with up to $67 million of company cash to be used in the transaction.
Soho House & Co Inc. entered into a definitive Agreement and Plan of Merger with EH Parent LLC (an affiliate of Yucaipa) and its subsidiary Merger Sub to take the company private. Under the agreement each outstanding share will be converted into the right to receive $9.00 cash per share. Unvested non-employee RSUs will be cancelled for cash equal to the per-share price times the number of RSUs, subject to limited rollover treatment for certain holders who may receive cash and/or Class A shares as specified in their support agreements. The merger is subject to customary conditions including regulatory clearances, funding of debt financing, accuracy of representations and absence of a Company Material Adverse Effect. A $20,000,000 termination fee applies in certain circumstances. The filing also discloses a CFO transition naming Neil Thomson as CFO and separation arrangements for Thomas Allen, including 14 months' base salary, up to 12 months of company-paid health insurance, and 178,571 additional RSUs to support transition.