Hage Joseph Eg Heni 4

What Happened
Joseph Hage, a director of Soho House & Co. Inc. (SHCO), had 70,154 shares of the company's Class A common stock disposed to the issuer on January 29, 2026. Per the merger terms, these shares were cancelled and converted into cash at $9.00 per share, producing total proceeds of $631,386. This was a merger-related disposition (not an open‑market sale).

Key Details

• Transaction date: January 29, 2026. Form 4 filed February 2, 2026 (timely within the 2-business-day window).
• Price/consideration: $9.00 per share; total = $631,386. Transaction reported as code D (Disposition to issuer).
• Shares disposed: 70,154. Shares owned after the transaction: not separately reported in the Form 4 (these specific Class A shares were cancelled on conversion).
• Footnotes: F1 — Merger of MergerSub into the issuer under the Merger Agreement dated Aug 15, 2025; F2 — shares cancelled and converted into the right to receive $9.00 per share in cash, net of withholding.
• No indication of a 10b5-1 plan, gift, or option exercise in this filing.

Context
This was a corporate transaction tied to the Merger Agreement, where outstanding Class A shares were cancelled for a fixed cash payment. Such merger-related conversions differ from voluntary open-market sales and do not necessarily reflect the insider’s trading sentiment.