Schwerin Ben 4

What Happened Ben Schwerin, a director of Soho House & Co. Inc. (SHCO), reported a disposition of 70,154 Class A common shares on January 29, 2026. The shares were cancelled in connection with a merger and converted into cash at $9.00 per share, for a total of approximately $631,386 (before any applicable withholding taxes). The reported transaction is a merger-related payout, not an open-market sale.

Key Details

• Transaction date: January 29, 2026 (reported on Form 4 filed February 2, 2026). Transaction code: D (Disposition to issuer).
• Price: Table showed N/A; footnote clarifies shares were converted to $9.00 per share in cash.
• Total value: ~ $631,386 (70,154 × $9.00), subject to applicable withholding taxes.
• Shares owned after transaction: Class A shares were cancelled at the effective time of the merger (i.e., no remaining Class A shares from this holding).
• Notable footnotes:
  • F1: Merger closed pursuant to the Agreement and Plan of Merger dated August 15, 2025; MergerSub merged into the issuer.
  • F2: At the merger effective time, shares were cancelled and automatically converted into the right to receive $9.00 per share in cash, without interest and subject to withholding.

Context: This was a corporate merger payout (shares cancelled for cash), which is a routine corporate transaction and not a market purchase or sale reflecting the director’s personal trading decision.