Sasson Andrew 4

What Happened

• Andrew Sasson, a director of Soho House & Co. Inc. (SHCO), had 30,643 shares of the company's Class A common stock disposed of on January 29, 2026 in connection with the Merger. Under the Merger Agreement, the shares were cancelled and converted into the right to receive $9.00 per share in cash, for aggregate proceeds of $275,787 (before any applicable withholding).

Key Details

• Transaction date: January 29, 2026
• Transaction type: Disposition to the issuer in connection with merger (not an open-market sale)
• Price per share: $9.00 (per Merger Agreement)
• Total proceeds: $275,787 (subject to applicable withholding taxes)
• Shares owned after transaction: Not applicable/the shares were cancelled upon conversion in the merger
• Footnotes: F1 — Merger effective Jan 29, 2026; F2 — shares cancelled and converted to $9.00/share in cash
• Filing: Reported on Form 4 filed February 2, 2026 (filed within the typical Section 16 reporting window for this transaction)

Context

• This was a merger-related cash-out, where outstanding shares were converted into a fixed cash payment per the Merger Agreement. Such dispositions are routine in M&A transactions and reflect the terms of the deal rather than an individual director's trading decision.