Deardorff Eric David 4

What Happened Eric Deardorff, a director of Soho House & Co. Inc. (SHCO), had 33,818 shares of the issuer's Class A common stock disposed of to the issuer in connection with a merger effective January 29, 2026. Under the Merger Agreement, those shares were cancelled and converted into the right to receive $9.00 per share in cash, for a gross cash value of $304,362 (subject to applicable withholding taxes). This was a disposition resulting from the company merger — not an open‑market sale by the insider.

Key Details

• Transaction date: January 29, 2026 (Merger effective time).
• Consideration: $9.00 per share; total gross cash = $304,362; subject to withholding taxes (per footnote).
• Shares affected: 33,818 Class A shares cancelled and converted to cash.
• Filing: Form 4 filed Feb 2, 2026 (check compliance with the two‑business‑day Form 4 rule if timing is a concern).
• Footnotes: F1 documents the merger; F2 confirms automatic conversion/cash payment of $9.00/share.

Context This disposition arose from the corporate merger (Merger Sub merged into the issuer) and reflects contract terms, not a voluntary open‑market sale — such merger conversions are routine and do not necessarily indicate the insider’s view of the company’s prospects. The payment is cash, subject to applicable tax withholdings.