Caring Richard 4
4 · Soho House & Co Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Soho House (SHCO) 10% Owner Richard Caring Cancels 1.67M Shares
What Happened
Richard Caring, a reported 10% owner of Soho House & Co. Inc. (SHCO), disposed of a total of 1,666,666 shares on January 29, 2026 as part of a merger. The disposition consisted of 373,774 shares (direct) and 1,292,892 shares treated as derivative (Class B) shares. Under the Merger Agreement, those shares were cancelled and automatically converted into the right to receive $9.00 per share in cash, for aggregate consideration of $14,999,994 (before applicable withholding). A portion of his Class B shares were designated as “Rollover Shares” and remain outstanding per the Rollover Agreement.
Key Details
- Transaction date: January 29, 2026 (reported on Form 4 filed February 2, 2026). Filing appears timely under Form 4 rules.
- Shares disposed: 373,774 (direct) + 1,292,892 (derivative/Class B) = 1,666,666 total.
- Price / consideration: $9.00 per share under the Merger Agreement → total ≈ $14,999,994. Payment subject to applicable withholding taxes (no interest).
- Nature of transaction: Disposition to issuer as part of a merger (not an open-market sale). Derivative shares (Class B) were cancelled for cash under merger terms.
- Post-transaction holdings: Certain Class B “Rollover Shares” remain outstanding (number not specified in the Form 4).
- Other note: The Reporting Person is part of a Voting Group (with Nick Jones, Ron Burkle and Yucaipa) that holds all issued Class B shares and, when voting together, controls over 90% of combined voting power.
Context: This was a corporate-merger cash-out (shares cancelled for merger consideration), not a typical insider open-market sale or purchase. For derivative treatment: Class B common stock was automatically converted into the right to receive the cash Per Share Price under the Merger and Rollover Agreements. This transaction reflects the transaction terms of the merger rather than a discretionary trading decision by the insider.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-01-29−373,774→ 0 total - Disposition to Issuer
Class B Common Stock
[F3][F1][F4][F5]2026-01-29−1,292,892→ 39,845,438 total→ Class A Common Stock (1,292,892 underlying)
Footnotes (5)
- [F1]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").
- [F2]At the effective time of the Merger (the "Effective Time"), and pursuant to the terms of the Merger Agreement and the Rollover and Support Agreement entered into between the Reporting Person and the Issuer (the "Rollover 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 (the "Per Share Price"), without interest thereon and subject to applicable withholding taxes.
- [F3]Each holder of shares of the Issuer's Class B common stock has the right to convert its shares of Class B common stock for shares of Class A common stock on a one-for-one basis, at any time after consummation of the Issuer's initial public offering, upon notice to the Issuer. Additionally, shares of Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis, upon transfer to any non-permitted holder of Class B common stock.
- [F4]At the Effective Time, and pursuant to the terms of the Merger Agreement and the Rollover Agreement, these shares of Class B common stock were cancelled and automatically converted into the right to receive the Per Share Price, without interest thereon and subject to applicable withholding taxes.
- [F5]Pursuant to the terms of the Rollover Agreement, the Reporting Person agreed to irrevocably designate these remaining shares of Class B common stock as "Rollover Shares," which remain outstanding following the Merger.