Soho House & Co Inc.·4

Feb 2, 4:18 PM ET

Hamad KH. K. Al-Thani Almaiyasa 4

4 · Soho House & Co Inc. · Filed Feb 2, 2026

Research Summary

AI-generated summary of this filing

Updated

Soho House (SHCO) Director Hamad Al‑Thani Sells 70,154 Shares

What Happened
Hamad KH. K. Al‑Thani Almaiyasa, a director of Soho House & Co. Inc. (SHCO), had 70,154 shares of the issuer's Class A common stock cancelled and converted into cash as part of a merger. Under the Merger Agreement, those shares were converted at $9.00 per share, yielding approximately $631,386 (before any applicable withholding taxes). This was a disposition to the issuer in connection with the Merger (not an open‑market sale).

Key Details

  • Transaction date: January 29, 2026 (effective time of the Merger)
  • Filing date: February 2, 2026 (filed within the SEC two‑business‑day window)
  • Shares affected: 70,154 Class A shares cancelled and converted
  • Conversion price / proceeds: $9.00 per share; total ≈ $631,386 (subject to withholding)
  • Transaction code: D (Disposition to issuer)
  • Footnotes: F1 — Merger of Merger Sub into the Issuer per Merger Agreement; F2 — shares cancelled and automatically converted into $9.00 cash per share, subject to withholding
  • Shares owned after transaction: These Class A shares were cancelled; the Form 4 does not report remaining holdings in other securities

Context
This was a merger‑related conversion of stock into cash under the parties' Merger Agreement, not a voluntary market sale or purchase. Such corporate‑action dispositions reflect transaction terms rather than the insider’s trading intent.

Insider Transaction Report

Form 4Exit
Period: 2026-01-29
Transactions
  • Disposition to Issuer

    Class A Common Stock

    [F1][F2]
    2026-01-2970,1540 total
Footnotes (2)
  • [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, and pursuant to the terms of the Merger 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, without interest thereon and subject to applicable withholding taxes.
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Almaiyasa Hamad KH K. Al-Thani|2026-02-02

Documents

1 file
  • 4
    form4.xmlPrimary