Caring Richard 4

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.